EXHIBIT 4.4


CHEMICAL FINANCIAL CORPORATION


TO


__________________________________


Trustee


Indenture


Dated as of             , 20     


Subordinated Debt Securities







    	 



    	 



    

 


TABLE OF CONTENTS


	ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	 	 
	 	SECTION 101.	Definitions	1
	 	SECTION 102.	Compliance Certificates and Opinions	9
	 	SECTION 103.	Form of Documents Delivered to Trustee	9
	 	SECTION 104.	Acts of Holders	10
	 	SECTION 105.	Notices, etc., to Trustee and Company	11
	 	SECTION 106.	Notice to Holders; Waiver	11
	 	SECTION 107.	Counterparts; Effect of Headings and Table of Contents	 12
	 	SECTION 108.	Successors and Assigns	 12
	 	SECTION 109.	Severability Clause	 12
	 	SECTION 110.	Benefits of Indenture	 12
	 	SECTION 111.	Governing Law	 12
	 	SECTION 112.	Legal Holidays	 12
	 	SECTION 113.	Limited Liability; Immunity of Shareholders, Directors, Officers and Agents of the Company	 12
	 	SECTION 114.	Conflict with Trust Indenture Act	 13
	 	 
	ARTICLE TWO - SECURITIES FORMS	 13
	 	 
	 	SECTION 201.	Forms of Securities	 13
	 	SECTION 202.	Form of Trustee's Certificate of Authentication	 13
	 	SECTION 203.	Securities Issuable in Global Form	 13
	 	 
	ARTICLE THREE - THE SECURITIES	 14
	 	 
	 	SECTION 301.	Amount Unlimited; Issuable in Series	 14
	 	SECTION 302.	Denominations	 17
	 	SECTION 303.	Execution, Authentication, Delivery and Dating	 17
	 	SECTION 304.	Temporary Securities	 19
	 	SECTION 305.	Registration, Registration of Transfer, Conversion and Exchange	 20
	 	SECTION 306.	Mutilated, Destroyed, Lost and Stolen Securities	 23
	 	SECTION 307.	Payment of Interest; Interest Rights Preserved	 23
	 	SECTION 308.	Persons Deemed Owners	 25
	 	SECTION 309.	Cancellation	 25
	 	SECTION 310.	Computation of Interest	 26
	 	SECTION 311.	CUSIP Numbers	 26
	 	 
	ARTICLE FOUR - SATISFACTION AND DISCHARGE	 26
	 	 
	 	SECTION 401.	Satisfaction and Discharge of Indenture	 26
	 	SECTION 402.	Application of Trust Funds	 27
	 	 
	ARTICLE FIVE - REMEDIES	 27
	 	 
	 	SECTION 501.	Events of Default	 27
	 	SECTION 502.	Acceleration of Maturity; Rescission and Annulment	 28
	 	SECTION 503.	Collection of Indebtedness and Suits for Enforcement by Trustee	 29
	 	SECTION 504.	Trustee May File Proofs of Claim	 29
	 	SECTION 505.	Trustee May Enforce Claims Without Possession of Securities or Coupons	 30
	 	SECTION 506.	Application of Money Collected	 30
	 	SECTION 507.	Limitation on Suits	 30
	 	SECTION 508.	Unconditional Right of Holders to Receive Principal, Premium or Make-Whole Amount, if any, and Interest	 31
	 	SECTION 509.	Restoration of Rights and Remedies	 31
	 	SECTION 510.	Rights and Remedies Cumulative	 31
	 	SECTION 511.	Delay or Omission Not Waiver	 31
	 	SECTION 512.	Control by Holders of Securities	 31


 


i







    	 



    	 



    

 


	 	SECTION 513.	Waiver of Past Defaults	 32
	 	SECTION 514.	Waiver of Usury, Stay or Extension Laws	 32
	 	SECTION 515.	Undertaking for Costs	 32
	 	 
	ARTICLE SIX - THE TRUSTEE	 32
	 	 
	 	SECTION 601.	Notice of Defaults	 32
	 	SECTION 602.	Certain Rights of Trustee	 33
	 	SECTION 603.	Not Responsible for Recitals or Issuance of Securities	 34
	 	SECTION 604.	May Hold Securities	 34
	 	SECTION 605.	Money Held in Trust	 34
	 	SECTION 606.	Compensation and Reimbursement	 34
	 	SECTION 607.	Corporate Trustee Required; Eligibility; Conflicting Interests	 35
	 	SECTION 608.	Resignation and Removal; Appointment of Successor	 35
	 	SECTION 609.	Acceptance of Appointment by Successor	 36
	 	SECTION 610.	Merger, Conversion, Consolidation or Succession to Business	 37
	 	SECTION 611.	Appointment of Authenticating Agent	 37
	 	SECTION 612.	Certain Duties and Responsibilities of the Trustee	 38
	 	 
	ARTICLE SEVEN - HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY	 39
	 	 
	 	SECTION 701.	Disclosure of Names and Addresses of Holders	 39
	 	SECTION 702.	Reports by Trustee	 39
	 	SECTION 703.	Reports by Company	 39
	 	SECTION 704.	Company to Furnish Trustee Names and Addresses of Holders	 40
	 	 
	ARTICLE EIGHT - CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE	 40
	 	 
	 	SECTION 801.	Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions	 40
	 	SECTION 802.	Rights and Duties of Successor Corporation	 41
	 	SECTION 803.	Officers' Certificate and Opinion of Counsel	 41
	 	 
	ARTICLE NINE - SUPPLEMENTAL INDENTURES	 41
	 	 
	 	SECTION 901.	Supplemental Indentures Without Consent of Holders	41
	 	SECTION 902.	Supplemental Indentures with Consent of Holders	42
	 	SECTION 903.	Execution of Supplemental Indentures	43
	 	SECTION 904.	Effect of Supplemental Indentures	43
	 	SECTION 905.	Conformity with Trust Indenture Act	 43
	 	SECTION 906.	Reference in Securities to Supplemental Indentures	 43
	 	 
	ARTICLE TEN - COVENANTS	 43
	 	 
	 	SECTION 1001.	Payment of Principal, Premium or Make-Whole Amount, if any; and Interest	 43
	 	SECTION 1002.	Maintenance of Office or Agency	 43
	 	SECTION 1003.	Money for Securities Payments to Be Held in Trust	 44
	 	SECTION 1004.	Existence	 45
	 	SECTION 1005.	Maintenance of Properties	 46
	 	SECTION 1006.	Insurance	 46
	 	SECTION 1007.	Payment of Taxes and Other Claims	 46
	 	SECTION 1008.	Statement as to Compliance	 46
	 	SECTION 1009.	Waiver of Certain Covenants	 46
	 	 
	ARTICLE ELEVEN - REDEMPTION OF SECURITIES	 46
	 	 
	 	SECTION 1101.	Applicability of Article	 46
	 	SECTION 1102.	Election to Redeem; Notice to Trustee	 46
	 	SECTION 1103.	Selection by Trustee of Securities to Be Redeemed	 47
	 	SECTION 1104.	Notice of Redemption	 47
	 	SECTION 1105.	Deposit of Redemption Price	 48
	 	SECTION 1106.	Securities Payable on Redemption Date	 48
	 	SECTION 1107.	Securities Redeemed in Part	 49
	 	 


 


ii







    	 



    	 



    

 


	ARTICLE TWELVE - SINKING FUNDS	 49
	 	 
	 	SECTION 1201.	Applicability of Article	 49
	 	SECTION 1202.	Satisfaction of Sinking Fund Payments with Securities	 49
	 	SECTION 1203.	Redemption of Securities for Sinking Fund	 49
	 	 
	ARTICLE THIRTEEN - REPAYMENT AT THE OPTION OF HOLDERS	 50
	 	 
	 	SECTION 1301.	Applicability of Article	 50
	 	SECTION 1302.	Repayment of Securities	 50
	 	SECTION 1303.	Exercise of Option	 50
	 	SECTION 1304.	When Securities Presented for Repayment Become Due and Payable	 50
	 	SECTION 1305.	Securities Repaid in Part	 51
	 	 
	ARTICLE FOURTEEN - DEFEASANCE AND COVENANT DEFEASANCE	 51
	 	 
	 	SECTION 1401.	Applicability of Article; Company's Option to Effect Defeasance or Covenant Defeasance	 51
	 	SECTION 1402.	Defeasance and Discharge	 51
	 	SECTION 1403.	Covenant Defeasance	 52
	 	SECTION 1404.	Conditions to Defeasance or Covenant Defeasance	 52
	 	SECTION 1405.	Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	 53
	 	 
	ARTICLE FIFTEEN - MEETINGS OF HOLDERS OF SECURITIES	 54
	 	 
	 	SECTION 1501.	Purposes for Which Meetings May Be Called	 54
	 	SECTION 1502.	Call, Notice and Place of Meetings	 54
	 	SECTION 1503.	Persons Entitled to Vote at Meetings	 54
	 	SECTION 1504.	Quorum; Action	 54
	 	SECTION 1505.	Determination of Voting Rights; Conduct and Adjournment of Meetings	 55
	 	SECTION 1506.	Counting Votes and Recording Action of Meetings	 56
	 	 
	ARTICLE SIXTEEN - SUBORDINATION OF SECURITIES	 56
	 	 
	 	SECTION 1601.	Agreement to Subordinate	 56
	 	SECTION 1602.	Payment Over of Proceeds upon Dissolution, Etc	 56
	 	SECTION 1603.	No Payment When Senior Indebtedness in Default	 57
	 	SECTION 1604.	Reliance by Senior Indebtedness on Subordination Provisions	 58
	 	SECTION 1605.	Subrogation to Rights of Holders of Senior Indebtedness	 58
	 	SECTION 1606.	Provisions Solely to Define Relative Rights	 58
	 	SECTION 1607.	Trustee to Effectuate Subordination	 58
	 	SECTION 1608.	No Waiver of Subordination Provisions	 59
	 	SECTION 1609.	Notice to Trustee	 59
	 	SECTION 1610.	Reliance on Judicial Order or Certificate of Liquidating Agent	 60
	 	SECTION 1611.	Trustee Not Fiduciary for Holders of Senior Indebtedness	 60
	 	SECTION 1612.	Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee's Rights	 60
	 	SECTION 1613.	Article Applicable to Paying Agents	 60
	 	 
	ARTICLE SEVENTEEN - CONVERSION OF SECURITIES	 60
	 	 
	 	SECTION 1701.	Applicability of Article; Conversion Privilege and Conversion Price	 60
	 	SECTION 1702.	Exercise of Conversion Privilege	 61
	 	SECTION 1703.	Fractions of Shares	 62
	 	SECTION 1704.	Adjustment of Conversion Price	 62
	 	SECTION 1705.	Notice of Adjustments of Conversion Price	 64
	 	SECTION 1706.	Notice of Certain Corporate Action	 65
	 	SECTION 1707.	Company to Reserve Common Stock	 65
	 	SECTION 1708.	Taxes on Conversion	 65
	 	SECTION 1709.	Covenants as to Common Stock	 65
	 	SECTION 1710.	Cancellation of Converted Securities	 65
	 	SECTION 1711.	Provisions in Case of Consolidation, Merger or Sale of Assets; Special Distributions	 65
	 	SECTION 1712.	Trustee Adjustment Disclaimer; Company Determination Final	 66


 


iii







    	 



    	 



    

 


	 	SECTION 1713.	When No Adjustment Required	 67
	 	SECTION 1714.	Equivalent Adjustments	 67


 


iv







    	 



    	 



    






CHEMICAL FINANCIAL CORPORATION


          Reconciliation and tie between the Trust Indenture Act of 1939,
as amended (the "Trust Indenture Act" or "TIA") and the Indenture, dated as of              
      , 20          .


	Trust Indenture

Act Section	 	

Indenture Section
	§ 310(a)(1)	 	607
	(a)(2)	 	607
	(b)	 	607, 608
	§ 312(c)	 	701
	§ 313(a)	 	702
	(c)	 	702
	§ 314(a)	 	703
	(a)(4)	 	1008
	(c)(1)	 	102
	(c)(2)	 	102
	(e)	 	102
	§ 315(b)	 	601
	§ 316(a) (last sentence)	 	101("Outstanding")
	(a)(1)(A)	 	502, 512
	(a)(1)(B)	 	513
	(b)	 	508
	§ 317(a)(1)	 	503
	(a)(2)	 	504
	§ 318(a)	 	111
	(c)	 	111


	 
	NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.


          Attention should also be directed to Section 318(c) of the
Trust Indenture Act, which provides that the provisions of Sections 310 to and including 317 of the Trust Indenture Act are a part
of and govern every qualified indenture, whether or not physically contained therein.


v







    	 



    	 



    

 


          INDENTURE, dated as of           , 20 
   , between Chemical Financial Corporation, a corporation organized under the laws of the State of Michigan (hereinafter
called the "Company"), having its principal office at 235 E. Main Street, Midland, Michigan 48640, and        
            , as Trustee hereunder (hereinafter called the "Trustee"), having a Corporate Trust Office
at                     .


RECITALS OF THE COMPANY


          The Company deems it necessary to issue from time to time for
its lawful purposes subordinated debt securities (hereinafter called the "Securities") evidencing its subordinated indebtedness,
and has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of the Securities,
to be issued in one or more Series as provided in this Indenture.


          This Indenture is subject to the provisions of the Trust Indenture
Act of 1939, as amended (the "Trust Indenture Act" or "TIA"), that are deemed to be incorporated into this Indenture and shall,
to the extent applicable, be governed by such provisions.


          All things necessary to make this Indenture a valid and legally
binding agreement of the Company, in accordance with its terms, have been done.


          NOW, THEREFORE, THIS INDENTURE WITNESSETH:


          For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders
of the Securities or of a Series thereof, as follows:


ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


          SECTION 101. Definitions. For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise requires:


          (1) the terms defined in this Article have the meanings assigned
to them in this Article, and include the plural as well as the singular;


          (2) all other terms used herein which are defined in the TIA,
either directly or by reference therein, have the meanings assigned to them therein, and the terms "cash transactions" and "self-liquidating
paper," as used in TIA Section 311, shall have the meanings assigned to them in the rules of the Commission adopted under
the TIA;


          (3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP;


          (4) any reference to an "Article" or a "Section" refers to an
Article or Section, as the case may be, of this Indenture; and


          (5) the words "herein," "hereof "and "hereunder" and other words
of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.


          "Act," when used with respect to any Holder, has the meaning
specified in Section 104.


          "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For
the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the foregoing.


          "Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 611 hereof to act on behalf of the Trustee to authenticate Securities of one or more Series.







    	 



    	 



    

 


          "Authorized Newspaper" means a newspaper, printed in the
English language or in an official language of the country of publication, customarily published on each Business Day, whether
or not published on Saturdays, Sundays or holidays, and of general circulation in each place in connection with which the term
is used or in the financial community of each such place. Whenever successive publications are required to be made in Authorized
Newspapers, the successive publications may be made in the same or in different Authorized Newspapers in the same city meeting
the foregoing requirements and in each case on any Business Day.


          "Bankruptcy Law" has the meaning specified in Section 501.


          "Bearer Security" means any Security established pursuant
to Section 201 which is payable to the bearer.


          "Board of Directors" when used with reference to the Company,
means the board of directors of the Company, or any committee of that board duly authorized to act hereunder, or any director or
directors and/or officer or officers of the Company, to whom the board or committee shall have duly delegated its authority.


          "Board Resolution" means a copy of (1) a resolution
certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors or a duly
authorized committee of the Board of Directors and to be in full force and effect on the date of such certification, or (2) a
certificate signed by the director or directors and/or officer or officers to whom the Board of Directors shall have duly delegated
its authority, together with a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect on the date of such certification authorizing such delegation,
and, in each case, delivered to the Trustee.


          "Business Day," when used with respect to any Place of
Payment or any other particular location referred to in this Indenture or in the Securities, means, unless otherwise specified
with respect to any Securities issued pursuant to Section 301, any day, other than a Saturday or Sunday, that is neither a
legal holiday nor a day on which banking institutions in that Place of Payment or particular location are authorized or required
by law, regulation or executive order to close.


          "Capital Stock" means, with respect to any Person, any
capital stock (including preferred stock), shares, interests, participations or other ownership interests (however designated)
of such Person and any rights (other than debt securities convertible into or exchangeable for corporate stock), warrants or options
to purchase any thereof.


          "Clearstream" means Clearstream Banking Luxembourg, société
anonyme, or its successor.


          "Closing Price" means the closing price of a share of Common
Stock of the Company as reported on the NASDAQ Global Select Market.


          "Code" means the Internal Revenue Code of 1986, as amended,
and the regulations thereunder.


          "Commission" means the Securities and Exchange Commission,
as from time to time constituted, created under the Exchange Act, or, if at any time after execution of this instrument such Commission
is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties
on such date.


          "Common Depositary" has the meaning specified in Section 304.


          "Common Stock" means, with respect to any Person, all shares
of capital stock issued by such Person other than Preferred Stock.


          "Company" means the Person named as the "Company" in the
first paragraph of this Indenture until a successor corporation shall have become such pursuant to the applicable provisions of
this Indenture, and thereafter "Company" shall mean such successor corporation.


2







    	 



    	 



    

 


          "Company Request" and "Company Order" mean, respectively,
a written request or order signed in the name of the Company by its Chairman of the Board, the Chief Executive Officer, the President,
or a Vice President, and by its Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee.


          "Constituent Person" has the meaning specified in Section 1711.


          "Conversion Event" means the cessation of use of (i) a
Foreign Currency both by the government of the country which issued such currency and for the settlement of transactions by a central
bank or other public institutions of or within the international banking community, (ii) the ECU both within the European
Monetary System and for the settlement of transactions by public institutions of or within the European Communities or (iii) any
currency unit (or composite currency) other than the ECU for the purposes for which it was established.


          "Conversion Price" has the meaning specified in Section 1701.


          "Corporate Trust Office" means the office of the Trustee
at which, at any particular time, its corporate trust business shall be principally administered, which office at the date hereof
is located at [].


          "corporation" includes corporations, associations, companies
and business trusts.


          "coupon" means any interest coupon appertaining to a Bearer
Security.


          "Covenant Defeasance" has the meaning specified in Section 1403.


          "Custodian" has the meaning specified in Section 501.


          "Defaulted Interest" has the meaning specified in Section 307.


          "Defeasance" has the meaning specified in Section 1402.


          "Distribution Record Date" has the meaning specified in
Section 1711.


          "Dividend Record Date" has the meaning specified in Section 1704.


          "Dollar" or the sign "$" means a dollar or other
equivalent unit in such coin or currency of the United States of America as at the time of payment is legal tender for the payment
of public and private debts.


          "DTC" means The Depository Trust Company and any successor
to DTC in its capacity as depositary for any Securities.


          "ECU" means the European Currency Unit as defined and revised
from time to time by the Council of the European Communities.


          "Euroclear" means Morgan Guaranty Trust Company of New
York, Brussels office, or its successor, as operator of the Euroclear System.


          "European Communities" means the European Economic Community,
the European Coal and Steel Community and the European Atomic Energy Community.


          "European Monetary System" means the European Monetary
System established by the Resolution of December 5, 1978 of the Council of the European Communities.


          "Event of Default" has the meaning specified in Article
Five.


3







    	 



    	 



    

 


          "Exchange Act" means the Securities Exchange Act of 1934,
as amended, as in force at the date as of which this Indenture was executed; provided, however, that in the event
the Exchange Act is amended after such date, "Exchange Act" means to the extent required by any such amendment, the Exchange Act
as so amended.


          "Exchange Date" has the meaning specified in Section 304.


          "FINRA" means the Financial Industry Regulatory Authority,
Inc.


          "Foreign Currency" means any currency, currency unit or
composite currency, including, without limitation, the ECU issued by the government of one or more countries other than the United
States of America or by any recognized confederation or association of such governments.


          "GAAP" means, except as otherwise provided herein, generally
accepted accounting principles, as in effect from time to time, as used in the United States applied on a consistent basis.


          "Global Security" means a Security evidencing all or a
part of a series of Securities issued to and registered in the name of the depositary for such series, or its nominee, in accordance
with Section 305, and bearing the legend prescribed in Section 203.


          "Government Obligations" means (i) securities which
are (A) direct obligations of the United States of America or the government which issued the Foreign Currency in which the
Securities of a particular series are payable, for the payment of which its full faith and credit is pledged or (B) obligations
of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America or such government
which issued the Foreign Currency in which the Securities of such series are payable, the payment of which is unconditionally guaranteed
as a full faith and credit obligation by the United States of America or such other government, which, in either case, are not
callable or redeemable at the option of the issuer thereof, and (iii) a depositary receipt issued by a bank or trust company
as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of any such Government
Obligation held by such custodian for the account of the holder of a depositary receipt, provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt
from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal
of the Government Obligation evidenced by such depositary receipt.


          "Guaranty" by any Person means any Obligation, contingent
or otherwise, of such Person guaranteeing any Indebtedness of any other Person (the "primary obligor") in any manner, whether directly
or indirectly, and including, without limitation, every Obligation of such Person (i) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any
security for the payment of such Indebtedness, (ii) to purchase property, securities or services for the purpose of assuring
the holder of such Indebtedness of the payment of such Indebtedness or (iii) to maintain working capital, equity capital or
other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness;
provided, however, that a Guaranty by any Person shall not include endorsements by such Person for collection or
deposit, in either case in the ordinary course of business. The terms "Guaranteed," "Guaranteeing" and "Guarantor"
shall have meanings correlative to the foregoing.


          "Holder" means, in the case of a Registered Security, the
Person in whose name a Security is registered in the Security Register and, in the case of a Bearer Security, the bearer thereof
and, when used with respect to any coupon, shall mean the bearer thereof.


          "Indebtedness" means, with respect to any Person, without
duplication, (i) any Obligation of such Person relating to any indebtedness of such Person (A) for borrowed money (whether
or not the recourse of the lender is to the whole of the assets, of such person or only to a portion thereof), (B) evidenced
by notes, debentures or similar instruments (including purchase money obligations) given in connection with the acquisition of
any property or assets (other than trade accounts payable for inventory or similar property acquired in the ordinary course of
business), including securities, for the payment of which such Person is liable, directly or indirectly, or the payment of which
is secured by a lien, charge or encumbrance on property or assets of such Person, (C) for goods, materials or services purchased
in the ordinary course of business (other than trade accounts payable arising in the ordinary








4







    	 



    	 



    



course of business), (D) with respect to letters of credit or bankers acceptances issued for the account of such Person or
performance, surety or similar bonds, (E) for the payment of money relating to a capitalized lease Obligation or (F) under
interest rate swaps, caps or similar agreements and foreign exchange contracts, currency swaps or similar agreements; (ii) any
liability of others of the kind described in the preceding clause (i), which such Person has Guaranteed or which is otherwise its
legal liability; and (iii) any and all deferrals, renewals, extensions and refunding of, or amendments, modifications or supplements
to, any liability of the kind described in any of the preceding clauses (i) or (ii).


          "Indenture" means this instrument as originally executed
or as it may be supplemented or amended from time to time by one or more indentures supplemental hereto entered into pursuant to
the applicable provisions hereof, and shall include the terms of particular series of Securities established as contemplated by
Section 301; provided, however, that, if at any time more than one Person is acting as Trustee under this instrument,
"Indenture" shall mean, with respect to any one or more series of Securities for which such Person is Trustee, this instrument
as originally executed or as it may be supplemented or amended from time to time by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof and shall include the terms of the or those particular series of Securities
for which such Person is Trustee established as contemplated by Section 301, exclusive, however, of any provisions or terms
which relate solely to other series of Securities for which such Person is Trustee, regardless of when such terms or provisions
were adopted, and exclusive of any provisions or terms adopted by means of one or more indentures supplemental hereto executed
and delivered after such Person had become such Trustee but to which such Person, as such Trustee, was not a party.


          "Indexed Security" means a Security the terms of which
provide that the principal amount thereof payable at Stated Maturity may be more or less than the principal face amount thereof
at original issuance.


          "Interest," when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity, shall mean interest payable after Maturity.


          "Interest Payment Date," when used with respect to any
Security, means the Stated Maturity of an installment of interest on such Security.


          "Make-Whole Amount," when used with respect to any Security,
means the amount, if any, in addition to principal (and accrued interest thereon, if any) which is required by a Security, under
the terms and conditions specified therein or as otherwise specified as contemplated by Section 301, to be paid by the Company
to the Holder thereof in connection with any optional redemption or accelerated payment of such Security.


          "mandatory sinking fund payment" has the meaning specified
in Section 1201.


          "Market Value of the Distribution" has the meaning specified
in Section 1704.


          "Maturity," when used with respect to any Security, means
the date on which the principal (or, if the context so requires, in the case of an Original Issue Discount Security, or lesser
amount or, in the case of an Indexed Security, an amount determined in accordance with the specified terms of that Security) of
such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity
or by declaration of acceleration, notice of redemption, notice of option to elect repayment or otherwise.


          "Obligation" of any Person with respect to any specified
Indebtedness means any obligation of such Person to pay principal, premium, interest (including interest accruing on or after the
filing of any petition in bankruptcy or for reorganization relating to such Person, whether or not a claim for such post-petition
interest is allowed in such proceeding), penalties, reimbursement or indemnification amounts, fees, expenses or other amounts relating
to such Indebtedness.


          "Officers' Certificate" means a certificate signed by the
Chairman of the Board of Directors, the Chief Executive Officer, the President, or a Vice President (whether or not designated
by a number or word or words added before or after the title "Vice President"), and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary of the Company, and delivered to the Trustee.


5







    	 



    	 



    

 


          "Opinion of Counsel" means a written opinion of counsel,
who may be counsel for the Company or who may be an employee of or other counsel for the Company.


          "optional sinking fund payment" has the meaning specified
in Section 1201.


          "Original Issue Discount Security" means any Security which
provides for an amount (excluding any amounts attributable to accrued but unpaid interest thereon) less than the principal amount
thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502.


          "Outstanding," when used with respect to Securities, means,
as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:


          (i) Securities theretofore canceled by the Trustee or delivered
to the Trustee for cancellation;


          (ii) Securities, or portions thereof, for whose payment or redemption
(including repayment at the option of the Holder) money in the necessary amount has been theretofore deposited with the Trustee
or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall
act as its own Paying Agent) for the Holders of such Securities and any coupons appertaining thereto; provided, however,
that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee has been made;


          (iii) Securities, except to the extent provided in Sections 1402
and 1403, with respect to which the Company has effected Defeasance and/or Covenant Defeasance as provided in Article Fourteen;
and


          (iv) Securities which have been paid pursuant to Section 306
or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other
than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such
Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company.


provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding
Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting
of Holders for quorum purposes, and for the purpose of making the calculations required by TIA Section 313, (i) the principal
amount of an Original Issue Discount Security that may be counted in making such determination or calculation and that shall be
deemed to be Outstanding for such purpose shall be equal to the amount of principal thereof that would be (or shall have been declared
to be) due and payable, at the time of such determination, upon a declaration of acceleration of the maturity thereof pursuant
to Section 502, (ii) the principal amount of any Security denominated in a Foreign Currency that may be counted in making
such determination or calculation and that shall be deemed Outstanding for such purpose shall be equal to the Dollar equivalent,
determined pursuant to Section 301 as of the date such Security is originally issued by the Company, of the principal amount
(or, in the case of an Original Issue Discount Security, the Dollar equivalent as of such date of original issuance of the amount
determined as provided in clause (i) above) of such Security, (iii) the principal amount of any Indexed Security that
may be counted in making such determination or calculation and that shall be deemed outstanding for such purpose shall be equal
to the principal face amount of such Indexed Security at original issuance, unless otherwise provided with respect to such Security
pursuant to Section 301, and (iv) Securities owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether
the Trustee shall be protected in making such calculation or in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. Securities owned as provided in clause (iv) above which have been pledged in good faith may be regarded as Outstanding
if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Securities and
that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.
In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee
in accordance with such advice.


          "Paying Agent" means any Person authorized by the Company
to pay the principal of (and premium or Make-Whole Amount, if any) or interest on any Securities or coupons on behalf of the Company.


6







    	 



    	 



    

 


          "Payment Blockage Notice" and "Payment Blockage Period"
have the respective meanings specified in Section 1603.


          "Person" means any individual, corporation, limited liability
company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof, or any other entity or organization.


          "Place of Payment," when used with respect to the Securities
of or within any series, means the place or places where the principal of (and premium or Make-Whole Amount, if any) and interest
on such Securities are payable as specified as contemplated by Sections 301 and 1002.


          "Predecessor Security" of any particular Security means
every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the
purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Security or a Security to which a mutilated, destroyed, lost or stolen coupon appertains shall be deemed
to evidence the same debt as the mutilated, destroyed, lost or stolen Security or the Security to which the mutilated, destroyed,
lost or stolen coupon appertains.


          "Preferred Stock" means, with respect to any Person, all
capital stock issued by such Person that is entitled to a preference or priority over any other capital stock issued by such Person
with respect to any distribution of such Person's assets, whether by dividend or upon any voluntary or involuntary liquidation,
dissolution or winding up.


          "Proceeding" has the meaning specified in Section 1602.


          "Redemption Date," when used with respect to any Security
to be redeemed, in whole or in part, means the date fixed for such redemption by or pursuant to this Indenture.


          "Redemption Price," when used with respect to any Security
to be redeemed, means the price specified in the related Officers' Certificate or supplemental indenture contemplated by and pursuant
to Section 301, at which it is to be redeemed pursuant to this Indenture.


          "Reference Date" has the meaning specified in Section 1704.


          "Registered Security" shall mean any Security which is
registered in the Security Register.


          "Regular Record Date" for the interest payable on any Interest
Payment Date on the Registered Securities of or within any series means the date specified for that purpose as contemplated by
Section 301, whether or not a Business Day.


          "Repayment Date" means, when used with respect to any Security
to be repaid at the option of the Holder, the date fixed for such repayment by or pursuant to this Indenture.


          "Repayment Price" means, when used with respect to any
Security to be repaid at the option of the Holder, the price at which it is to be repaid by or pursuant to this Indenture.


          "Responsible Officer," when used with respect to the Trustee,
means any Vice President (whether or not designated by a number or a word or words added before or after the title "Vice President"),
Assistant Vice President, Trust Officer or Assistant Trust Officer working in its Corporate Trust Department, or any other officer
of the Trustee customarily performing functions similar to those performed by any of the above designated officers and working
in its Corporate Trust Department, and also means, with respect to a particular corporate trust matter, any other officer to whom
such matter is referred because of such officer's knowledge and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.


          "Rights" has the meaning specified in Section 1704.


7







    	 



    	 



    

 


          "Rights Record Date" has the meaning specified in Section 1704.


          "Securities Payment" has the meaning specified in Section 1602.


          "Security" and "Securities" has the meaning stated
in the first recital of this Indenture and, more particularly, means any Security or Securities authenticated and delivered under
this Indenture; provided, however, that, if at any time there is more than one Person acting as Trustee under this
Indenture, "Securities" with respect to the Indenture as to which such Person is Trustee shall have the meaning stated in the first
recital of this Indenture and shall more particularly mean Securities authenticated and delivered under this Indenture, exclusive,
however, of Securities of any series as to which such Person is not Trustee.


          "Security Register" and "Security Registrar" have
the respective meanings specified in Section 305.


          "Senior Indebtedness" means Indebtedness of the Company,
whether outstanding on the date of this Indenture or thereafter created, incurred, assumed or guaranteed by the Company, other
than the following: (1) any Indebtedness as to which, in the instrument evidencing such Indebtedness or pursuant to which
such Indebtedness was issued, it is expressly provided that such Indebtedness is subordinate in right of payment to all Indebtedness
of the Company not expressly subordinated to such Indebtedness; (2) any Indebtedness which by its terms refers explicitly
to the Securities and states that such Indebtedness shall not be senior, shall be pari passu or shall be subordinated in
right of payment to the Securities; and (3) with respect to any series of Securities, any Indebtedness of the Company evidenced
by Securities of the same or of another series. Notwithstanding anything to the contrary in the foregoing, Senior Indebtedness
shall not include: (a) Indebtedness of or amounts owed by the Company for compensation to employees, or for goods, materials
or services purchased in the ordinary course of business, or (b) Indebtedness of the Company to a Subsidiary of the Company.


          A "Series" of Securities means all securities denoted as
part of the same series authorized by or pursuant to a particular Board Resolution.


          "Short Term Rights" has the meaning specified in Section 1704.


          "Significant Subsidiary" means any Subsidiary which is
a "significant subsidiary" (as defined in Article I, Rule 1-02 of Regulation S-X, promulgated under the Securities Act of 1933,
as amended) of the Company.


          "Special Record Date" for the payment of any Defaulted
Interest on the Registered Securities of or within any series means a date fixed by the Company pursuant to Section 307.


          "Stated Maturity," when used with respect to any Security
or any installment of principal thereof or interest thereon, means the date specified in such Security or a coupon representing
such installment of interest as the fixed date on which the principal of such Security or such installment of principal or interest
is due and payable.


          "Subsidiary" means, with respect to any Person, any corporation,
limited liability company, partnership or other entity of which a majority of (i) the voting power of the voting equity securities
or (ii) the outstanding equity interests are owned, directly or indirectly, by such Person. For the purposes of this definition,
"voting equity securities" means equity securities having voting power for the election of directors, whether at all times or only
so long as no senior class of security has such voting power by reason of any contingency.


          "Trading Day" means any day on which the NASDAQ Global
Select Market is open for business.


          "Trigger Events" has the meaning specified in Section 1704.


          "Trust Indenture Act" or "TIA" means the Trust Indenture
Act of 1939, as amended and as in force at the date as of which this Indenture was executed, except as provided in Section 905.


          "Trustee" means the Person named as the "Trustee" in the
first paragraph of this Indenture until a successor Trustee shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter "Trustee" shall mean or include each Person who is then a Trustee hereunder; provided, however,
that if at any time there is more








8







    	 



    	 



    



than one such Person, "Trustee" as used with respect to the Securities of any series shall mean only the Trustee with respect to
Securities of that series.


          "Unadjusted Distribution" has the meaning specified in
Section 1704.


          "United States" means, unless otherwise specified with
respect to any Securities pursuant to Section 301, the United States of America (including the states and the District of
Columbia), its territories, its possessions and other areas subject to its jurisdiction.


          "United States Person" means, unless otherwise specified
with respect to any Securities pursuant to Section 301, an individual who is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in or under the laws of the United States or an estate or trust the
income of which is subject to United States Federal income taxation regardless of its source.


          "Yield to Maturity" means the yield to maturity, computed
at the time of issuance of a Security (or, if applicable, at the most recent redetermination of interest on such Security) and
as set forth in such Security in accordance with generally accepted United States bond yield computation principles.


          SECTION 102. Compliance Certificates and Opinions. Upon
any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company
shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all
such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which
the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application
or request, no additional certificate or opinion need be furnished.


          Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (including certificates delivered pursuant to Section 1008) shall include:


          (1) a statement that each individual signing such certificate
or opinion has read such condition or covenant and the definitions herein relating thereto;


          (2) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such certificate or opinion are based;


          (3) a statement that, in the opinion of each such individual,
he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not
such condition or covenant has been complied with; and


          (4) a statement as to whether, in the opinion of each such individual,
such condition or covenant has been complied with.


          SECTION 103. Form of Documents Delivered to Trustee. In
any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary
that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered
by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.


          Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon an Opinion of Counsel, or a certificate or representations by counsel, unless
such officer knows, or in the exercise of reasonable care should know, that the opinion, certificate or representations with respect
to the matters upon which his certificate or opinion is based are erroneous. Any such Opinion of Counsel or certificate or representations
may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or
officers of the Company stating that the information as to such factual matters is in








9







    	 



    	 



    



the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such matters are erroneous.


          Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need
not, be consolidated and form one instrument.


          SECTION 104. Acts of Holders.


          (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by Holders of the Outstanding Securities of all series or
one or more series, as the case may be, may be embodied in and evidenced by one or more instruments of substantially similar tenor
signed by such Holders in person or by agents duly appointed in writing. If Securities of a series are issuable as Bearer Securities,
any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or
taken by Holders of Securities of such series may, alternatively, be embodied in and evidenced by the record of Holders of Securities
of such series voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders of
Securities of such series duly called and held in accordance with the provisions of Article Fifteen, or a combination of such instruments
and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or
instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument
or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as
the "Act" of the Holders signing such instrument or instruments or so voting at any such meeting. Proof of execution of any such
instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, shall be sufficient for any
purpose of this Indenture and conclusive in favor of the Trustee and the Company and any agent of the Trustee or the Company, if
made in the manner provided in this Section. The record of any meeting of Holders of Securities shall be proved in the manner provided
in Section 1506.


          (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other
officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged
to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such
instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which
the Trustee deems sufficient.


          (c) The ownership of Registered Securities shall be proved by
the Security Register. As to any matter relating to beneficial ownership interests in any Global Security, the appropriate depositary's
records shall be dispositive for purposes of this Indenture.


          (d) The ownership of Bearer Securities may be proved by the production
of such Bearer Securities or by a certificate executed, as depositary, by any trust company, bank, banker or other depositary,
wherever situated, if such certificate shall be deemed by the Trustee to be satisfactory, showing that at the date therein mentioned
such Person had on deposit with such depositary, or exhibited to it, the Bearer Securities therein described; or such facts may
be proved by the certificate or affidavit of the Person holding such Bearer Securities, if such certificate or affidavit is deemed
by the Trustee to be satisfactory. The Trustee and the Company may assume that such ownership of any Bearer Security continues
until (1) another certificate or affidavit bearing a later date issued in respect of the same Bearer Security is produced,
or (2) such Bearer Security is produced to the Trustee by some other Person, or (3) such Bearer Security is surrendered
in exchange for a Registered Security, or (4) such Bearer Security is no longer Outstanding. The ownership of Bearer Securities
may also be proved in any other manner which the Trustee deems sufficient.


           (e) If the Company shall solicit from the Holders of Registered
Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option,
in or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. Notwithstanding
TIA Section 316(c), such record date shall be the record date specified in or pursuant to such








10







    	 



    	 



    



Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally
in connection therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only
the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining
whether Holders of the requisite proportion of Outstanding Securities have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed
as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall
be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months
after the record date.


          (f) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security
issued upon the registration of transfer thereof or upon the conversion thereof or in exchange therefor or in lieu thereof in respect
of anything done, omitted or suffered to be done by the Trustee, any Security Registrar, any Paying Agent, any Authenticating Agent
or the Company in reliance thereon, whether or not notation of such action is made upon such Security.


          SECTION 105. Notices, etc., to Trustee and Company. Any
request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with,


          (1) the Trustee by any Holder or by the Company shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at [       
            ] or at any other address previously furnished in writing to the Company by the Trustee,
Attention: [                    ]; or


          (2) the Company by the Trustee or by any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid,
to the Company addressed to it at the address of its principal office specified in the first paragraph of this Indenture or at
any other address previously furnished in writing to the Trustee by the Company, Attention: [         
          ]; or


          (3) either the Trustee or the Company, by the other party or by
any Holder, shall be sufficient for every purpose hereunder if given by facsimile transmission, receipt confirmed by telephone
followed by an original copy delivered by guaranteed overnight courier; if to the Trustee at facsimile number [     
              ]; and if to the Company at facsimile number [         
          ].


          SECTION 106. Notice to Holders; Waiver. Where this Indenture
provides for notice of any event to Holders of Registered Securities by the Company or the Trustee, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected
by such event, at his address as it appears in the Security Register, not later than the latest date, if any, and not earlier than
the earliest date, if any, prescribed for the giving of such notice. In any case where notice to Holders of Registered Securities
is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders of Registered Securities or the sufficiency of any notice to
Holders of Bearer Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively
deemed to have been received by such Holder, whether or not such Holder actually receives such notice.


          If by reason of the suspension of or irregularities in regular
mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification to Holders
of Registered Securities as shall be made with the approval of the Trustee shall constitute a sufficient notification to such Holders
for every purpose hereunder.


          Except as otherwise expressly provided herein or otherwise specified
with respect to any Securities pursuant to Section 301, where this Indenture provides for notice to Holders of Bearer Securities
of any event, such notice shall be sufficiently given if published in an Authorized Newspaper in The City of New York and in such
other city or cities as may be specified in such Securities on a Business Day, such publication to be not later than the latest
date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice. Any such








11







    	 



    	 



    



notice shall be deemed to have been given on the date of such publication or, if published more than once, on the date of the first
such publication.


          If by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be impracticable to publish any notice to Holders of
Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be given with the approval
of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither the failure to give notice
by publication to any particular Holder of Bearer Securities as provided above, nor any defect in any notice so published, shall
affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders
of Registered Securities given as provided herein.


          Any request, demand, authorization, direction, notice, consent
or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be
in an official language of the country of publication.


          Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall
be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such waiver.


          SECTION 107. Counterparts; Effect of Headings and Table of
Contents. This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the same Indenture. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect the construction hereof.


          SECTION 108. Successors and Assigns. All covenants and
agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.


          SECTION 109. Severability Clause. In case any provision
in this Indenture or in any Security or coupon shall be held invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


          SECTION 110. Benefits of Indenture. Nothing in this Indenture
or in the Securities or coupons, if any, express or implied, shall give to any Person, other than the parties hereto, any Security
Registrar, any Paying Agent, any Authenticating Agent and their successors hereunder and the Holders any benefit or any legal or
equitable right, remedy or claim under this Indenture.


          SECTION 111. Governing Law. This Indenture and the Securities
and coupons shall be governed by and construed in accordance with the laws of the State of New York. This Indenture is subject
to the provisions of the TIA that are required to be part of this Indenture and shall, to the extent applicable, be governed by
such provisions.


          SECTION 112. Legal Holidays. In any case where any Interest
Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or Maturity of any Security or the last
date on which a Holder has the right to convert or exchange a Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or any Security or coupon other than a provision in the Securities of any
series which specifically states that such provision shall apply in lieu hereof), payment of interest or principal (and premium
or Make-Whole Amount, if any) or conversion or exchange of such Security need not be made at such Place of Payment on such date,
but (except as otherwise provided in the supplemental indenture with respect to such Security) may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date, Redemption Date,
Repayment Date or sinking fund payment date, or at the Stated Maturity or Maturity, or on such last day for conversion or exchange,
provided that no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption
Date, Repayment Date, sinking fund payment date, Stated Maturity or Maturity, as the case may be.


          SECTION 113. Limited Liability; Immunity of Shareholders, Directors,
Officers and Agents of the Company. Notwithstanding any other provision of this Indenture or of the Securities of any series
to the contrary, no








12







    	 



    	 



    



recourse under or upon any obligation, covenant or agreement contained in this Indenture or in any Security, or for the payment
of any sums due on account of any indebtedness evidenced thereby, including without limitation principal, premium or interest,
if any, or for any claim based on this Indenture or any Security or otherwise in respect of this Indenture or any Security, shall
be had, whether by levy or execution or otherwise, against (i) the Company, the Company's assets or against any past, present
or future shareholder, employee, officer, director or agent, as such, of the Company or any successor, either directly or through
the Company or any successor, under any rule of law, statute, constitutional provision or by the enforcement of any assessment
or penalty, or by any legal or equitable proceeding or otherwise, nor shall any such parties be personally liable for any such
amounts, obligations or claims, or liable for any deficiency judgment based thereon or with respect thereto, it being expressly
understood that the sole remedies hereunder or under any other document with respect to the Securities against such parties with
respect to such amounts, obligations or claims shall be against the Company and that all such liability of and recourse against
such parties is expressly waived and released by the acceptance of the Securities by the Holders and as part of the consideration
for the issue of the Securities.


          SECTION 114. Conflict with Trust Indenture Act. If any
provision hereof limits, qualifies or conflicts with another provision hereof which is required or deemed to be included in this
Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision
shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.


ARTICLE TWO - SECURITIES FORMS


          SECTION 201. Forms of Securities. The Registered Securities,
if any, of each series and the Bearer Securities, if any, of each series and related coupons shall be substantially in the form
of Exhibit A hereto or in such other form as shall be established in one or more indentures supplemental hereto or approved
from time to time by or pursuant to a Board Resolution in accordance with Section 301, shall have such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto,
and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon
as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any over-the-counter
market or securities exchange, on which the Securities may be quoted or listed, or to conform to usage.


          Unless otherwise specified as contemplated by Section 301,
Bearer Securities shall have interest coupons attached.


          The definitive Securities and coupons shall be printed, lithographed
or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or mechanically
reproduced on safety paper or may be produced in any other manner, all as determined by the officers executing such Securities
or coupons, as evidenced by their execution of such Securities or coupons.


          SECTION 202. Form of Trustee's Certificate of Authentication.
Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form:


          This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.


	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	,
	 	 	 	 	  as Trustee	 	 
	 	 	 	 
	 Dated:                    	 	 	 	By:	 	 
	 	 	 	 	 	 	    Authorized Signatory	 	 


          SECTION 203. Securities Issuable in Global Form. If Securities
of or within a series are issuable in the form of one or more Global Securities, then, notwithstanding clause (8) of Section 301
and the provisions of Section 302, any such Global Security or Securities may provide that it or they shall represent the
aggregate amount








13







    	 



    	 



    



of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed
thereon and may also provide that the aggregate amount of Outstanding Securities of such series represented thereby may from time
to time be increased or decreased to reflect exchanges. Any endorsement of any Global Security to reflect the amount, or any increase
or decrease in the amount, or changes in the rights of Holders thereof, of Outstanding Securities represented thereby shall be
made (or caused to be made) by the Trustee in such manner or by such Person or Persons as shall be specified therein or in the
Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303
and, if applicable, Section 304, the Trustee shall deliver and redeliver any Global Security in permanent global form in the
manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company
Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect
to endorsement or delivery or redelivery of a Global Security shall be in writing but need not comply with Section 102 and
need not be accompanied by an Opinion of Counsel.


          The provisions of the last sentence of Section 303 shall
apply to any Security represented by a Global Security if such Security was never issued and sold by the Company and the Company
delivers to the Trustee the Global Security together with written instructions (which need not comply with Section 102 and
need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence of Section 303.


          Notwithstanding the provisions of Section 307, unless otherwise
specified as contemplated by Section 301, payment of principal of and any premium or Make-Whole Amount, if any, and interest
on any Global Security in permanent global form shall be made to the registered Holder thereof.


          Notwithstanding the provisions of Section 308 and except
as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the
Holder of such principal amount of Outstanding Securities represented by a permanent Global Security (i) in the case of a
permanent Global Security in registered form, the Holder of such permanent Global Security in registered form, or (ii) in
the case of a permanent Global Security in bearer form, Euroclear or Clearstream.


          Any Global Security authenticated and delivered hereunder shall
bear a legend in substantially the following form:


          "This Security is a Global Security within the meaning set forth
in the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee of a Depositary. This Security
is exchangeable for Securities registered in the name of a person other than the Depositary or its nominee only in the limited
circumstances described in the Indenture, and may not be transferred except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or its nominee to
a successor Depositary or its nominee."


ARTICLE THREE - THE SECURITIES


          SECTION 301. Amount Unlimited; Issuable in Series. The
aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.


          The Securities may be issued in one or more series, whether the
Securities of such series will be secured or unsecured, and if secured, a description of the collateral and the terms related thereto;
each of which shall be authorized pursuant to Board Resolutions of the Company. There shall be established in one or more Board
Resolutions or pursuant to authority granted by one or more Board Resolutions and, subject to Section 303, set forth in an
Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any
series:


          (1) The title of the Securities of the series, including "CUSIP"
numbers (which shall distinguish the Securities of such series from all other series of Securities);


          (2) Any limit upon the aggregate principal amount of the Securities
of the series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon
registration of transfer of,






14







    	 



    	 



    



or upon conversion of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306,
906, 1107 or 1305) and the minimum authorized denominations with respect to the Securities of such series;


          (3) The price (expressed as a percentage of the principal amount
thereof) at which such Securities will be issued and, if other than the principal amount thereof, the portion of the principal
amount thereof payable upon declaration of acceleration of the maturity thereof or (if applicable) the portion of the principal
amount of such Securities that is convertible into Common Stock or the method by which any such portion shall be determined;


          (4) If convertible, the terms on which such Securities are convertible,
including the initial conversion price or rate and the conversion period and any applicable limitations on the ownership or transferability
of Common Stock or Preferred Stock receivable on conversion;


          (5) The date or dates, or the method for determining such date
or dates, on which the principal of such Securities will be payable;


          (6) The rate or rates (which may be fixed or variable), or the
method by which such rate or rates shall be determined, at which such Securities will bear interest, if any;


          (7) The date or dates, or the method for determining such date
or dates, from which any such interest will accrue, the Interest Payment Dates on which any such interest will be payable, the
Regular Record Dates for such Interest Payment Dates, or the method by which such dates shall be determined, the Persons to whom
such interest shall be payable, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve
30-day months;


          (8) The Make-Whole Amount, if any, or method for determining the
Make-Whole Amount, if any, payable with respect to such Securities, and the terms upon which such amount, if any, will be payable;


          (9) The place or places where the principal of (and premium or
Make-Whole Amount, if any) and interest, if any, on such Securities will be payable, where such Securities may be surrendered for
registration of transfer or conversion or exchange and where notices or demands to or upon the Company in respect of such Securities
and this Indenture may be served;


          (10) The period or periods, if any, within which, the price or
prices at which and the other terms and conditions upon which such Securities may, pursuant to any optional or mandatory redemption
provisions, be redeemed, as a whole or in part, at the option of the Company;


          (11) The obligation, if any, of the Company to redeem, repay or
purchase such Securities pursuant to any sinking fund or analogous provision or at the option of a Holder thereof, and the period
or periods within which, the price or prices at which and the other terms and conditions upon which such Securities will be redeemed,
repaid or purchased, as a whole or in part, pursuant to such obligation;


          (12) If other than Dollars, the currency or currencies in which
such Securities are denominated and payable, which may be a foreign currency or units of two or more foreign currencies or a composite
currency or currencies, the manner of determining the equivalent thereof in Dollars for purposes of the definition of "Outstanding"
in Section 101, and the terms and conditions relating thereto;


          (13) Whether the amount of payments of principal of (and premium
or Make-Whole Amount, if any, including any amount due upon redemption, if any) or interest on such Securities may be determined
with reference to an index, formula or other method (which index, formula or method may, but need not be, based on the yield on
or trading price of other securities, including United States Treasury securities or on a currency, currencies, currency unit or
units, or composite currency or currencies) and the manner in which such amounts shall be determined;


          (14) Whether the principal of (and premium or Make-Whole Amount,
if any) or interest on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a
currency or currencies, currency unit or units or composite currency or currencies other than that in which such Securities are
denominated or stated to be payable, the period or periods within which, and the terms and conditions upon which, such election
may be








15







    	 



    	 



    



made, and the time and manner of, and identity of the exchange rate agent with responsibility for, determining the exchange rate
between the currency or currencies, currency unit or units or composite currency or currencies in which such Securities are denominated
or stated to be payable and the currency or currencies, currency unit or units or composite currency or currencies in which such
Securities are to be so payable;


          (15) Provisions, if any, granting special rights to the Holders
of Securities of the series upon the occurrence of such events as may be specified;


          (16) Any deletions from, modifications of or additions to the
Events of Default or covenants of the Company with respect to Securities of the series, whether or not such Events of Default or
covenants are consistent with the Events of Default or covenants set forth herein;


          (17) Whether and under what circumstances the Company will pay
any additional amounts on such Securities in respect of any tax, assessment or governmental charge and, if so, whether the Company
will have the option to redeem such Securities in lieu of making such payment;


          (18) Whether Securities of the series are to be issuable as Registered
Securities, Bearer Securities (with or without coupons) or both, any restrictions applicable to the offer, sale or delivery of
Bearer Securities and the terms upon which Bearer Securities of the series may be exchanged for Registered Securities of the series
and vice versa (if permitted by applicable laws and regulations), whether any Securities of the series are to be issuable initially
in temporary global form and whether any Securities of the series are to be issuable in permanent global form with or without coupons
and, if so, whether beneficial owners of interests in any such permanent global Security may, or shall be required to, exchange
such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under
which any such exchanges may, or shall be required to, occur, if other than in the manner provided in the Indenture, and, if Registered
Securities of the series are to be issuable as a Global Security, the identity of the depositary for such series;


          (19) The date as of which any Bearer Securities of the series
and any temporary Global Security representing outstanding Securities of the series shall be dated if other than the date of original
issuance of the first Security of the series to be issued;


          (20) The Person to whom any interest on any Registered Security
of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest the manner in which, or the Person to whom, any
interest on any Bearer Security of the series shall be payable, if otherwise than upon presentation and surrender of the coupons
appertaining thereto as they severally mature, and the extent to which, or the manner in which, any interest payable on a temporary
Global Security on an Interest Payment Date will be paid if other than in the manner provided herein; provided, however,
in each case, that the manner of determining such Person or making such payment shall be acceptable to the Trustee (as not imposing
on it any undue administrative burden or risk of liability);


          (21) The applicability, if any, of the Defeasance and Covenant
Defeasance provisions of Article Fourteen hereof to the Securities of the series;


          (22) The obligation, if any, of the Company to permit the conversion
of the Securities of such series into Common Stock or Preferred Stock, as the case may be, and the terms and conditions upon which
such conversion shall be effected (including, without limitation, the initial conversion price or rate, the conversion period,
any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes
of conversion);


          (23) If the Securities of such series are to be issuable in definitive
form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates
or other documents or satisfaction of other conditions, then the form and/or terms of such certificates, documents or conditions;


          (24) Designation of the Trustee, if different from the Trustee
under the Indenture, with respect to such series and the terms applicable to such Trustee (which shall be accepted by such Trustee
by its execution and delivery of a supplemental indenture as provided therein); and


16







    	 



    	 



    

 


          (25) Any other terms of the series (which terms shall not be inconsistent
with the provisions of the TIA, but may modify, amend, supplement or delete any of the terms of this Indenture with respect to
such series).


          All Securities of any one series and the coupons appertaining
to any Bearer Securities of such series shall be substantially identical except, in the case of Registered Securities, as to denomination
and except as may otherwise be provided in or pursuant to such Board Resolution (subject to Section 303) and set forth in
such Officers' Certificate or in any such indenture supplemental hereto. All Securities of any one series need not be issued at
the same time and, unless otherwise provided, a series may be reopened, without the consent of the Holders, for issuances of additional
Securities of such series.


          If any of the terms of the Securities of any series are established
by action taken pursuant to one or more Board Resolutions, a copy of an appropriate record of such action(s) shall be certified
by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the Securities of such series.


          SECTION 302. Denominations. The Securities of each series
shall be issuable in such denominations as shall be specified as contemplated by Section 301. With respect to Securities of
any series denominated in Dollars, in the absence of any such provisions with respect to the Securities of any series, the Securities
of such series, other than Global Securities (which may be of any denomination), shall be issuable in denominations of $1,000 and
any integral multiple thereof or the equivalent amounts thereof in the case of Securities denominated in the Foreign Currency or
currency unit.


          SECTION 303. Execution, Authentication, Delivery and Dating.
The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, its
Chief Executive Officer, its President, or one of its Vice Presidents, under its corporate seal reproduced thereon, and attested
by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may
be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced
on the Securities.


          Securities and coupons bearing the manual or facsimile signatures
of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals
or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such
offices at the date of such Securities or coupons.


          At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, executed by
the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities
(accompanied by a copy of the Board Resolution and the Officers' Certificate or supplemental indenture contemplated by Section 301),
and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; provided, however,
that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the
United States; and provided further that, unless otherwise specified with respect to any series of Securities pursuant to
Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive
such Bearer Security shall have furnished a certificate to Euroclear or Clearstream, as the case may be, in the form set forth
in Exhibit B-1 to this Indenture or such other certificate as may be specified by the Company with respect to any series
of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer
Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance
with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent Global Security,
then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance
of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with
its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306,
the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have
been detached and canceled.


17







    	 



    	 



    

 


          If all the Securities of any series are not to be issued at one
time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set
forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities
of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In
authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to TIA Section 315(a) through 315(d)) shall be fully protected in relying
upon,


          (i) an Opinion of Counsel stating that


          (a) the form or forms of such Securities and any coupons have
been established in conformity with the provisions of this Indenture;


          (b) the terms of such Securities and any coupons have been established
in conformity with the provisions of this Indenture; and


          (c) such Securities, together with any coupons appertaining thereto,
when completed by appropriate insertions and executed and delivered by the Company to the Trustee for authentication in accordance
with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company in
the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and legally binding
obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent
transfer, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors'
rights generally and to general equitable principles; and


          (ii) an Officers' Certificate stating that all conditions precedent
provided for in this Indenture relating to the issuance of the Securities have been complied with and that, to the best of the
knowledge of the signers of such certificate, that no Event of Default with respect to any of the Securities shall have occurred
and be continuing.


          If such form or terms have been so established, the Trustee shall
not be required to authenticate such Securities (or to enter into the related supplemental indenture, if applicable) if the issue
of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties, obligations or immunities under the
Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.


          Notwithstanding the provisions of Section 301 and of the
preceding paragraph, if all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver
an Officers' Certificate otherwise required pursuant to Section 301 or a Company Order, or an Opinion of Counsel or an Officers'
Certificate otherwise required pursuant to the preceding paragraph at the time of issuance of each Security of such series, but
such order, opinion and certificates, with appropriate modifications to cover such future issuances, shall be delivered at or before
the time of issuance of the first Security of such series.


          Each Registered Security shall be dated the date of its authentication
and each Bearer Security shall be dated as of the date specified as contemplated by Section 301.


          No Security or coupon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such Security or Security to which such coupon appertains
a certificate of authentication substantially in the form provided for herein duly executed by the Trustee (subject to Section 611)
by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Security (including a Global Security) shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided
in Section 309 together with a written statement (which need not comply with Section 102 and need not be accompanied
by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture
such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits
of this Indenture.


18







    	 



    	 



    

 


          SECTION 304. Temporary Securities.


          (a) Pending the preparation of definitive Securities of any series,
the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more
coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as conclusively evidenced by their execution of such Securities. In the case of Securities
of any series, such temporary Securities may be in global form.


          Except in the case of temporary Global Securities (which shall
be exchanged as otherwise provided herein or as otherwise provided in or pursuant to a Board Resolution or supplemental indenture
pursuant to Section 301), if temporary Securities of any series are issued, the Company will cause definitive Securities of
that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities
of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Securities of any series (accompanied by any non-matured coupons appertaining
thereto), the Company shall execute (in accordance with a Company Order delivered at or prior to the authentication of the first
definitive security to such series) and the Trustee shall authenticate and deliver in exchange therefor a like principal amount
of definitive Securities of the same series of authorized denominations; provided, however, that no definitive Bearer
Security shall be delivered in exchange for a temporary Registered Security; and provided further that a definitive Bearer
Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303.
Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture
as definitive Securities of such series.


          (b) Unless otherwise provided in or pursuant to a Board Resolution
or supplemental indenture pursuant to Section 301, the following provisions of this Section 304(b) shall govern the exchange
of temporary Securities other than through the facilities of the DTC. If any such temporary Security is issued in global form,
then such temporary Global Security shall, unless otherwise provided therein, be delivered to the London office of a depositary
or common depositary upon and pursuant to written direction of the Company (the "Common Depositary"), for the benefit of Euroclear
and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as
they may direct).


          Without unnecessary delay but in any event not later than the
date specified in, or determined pursuant to the terms of, any such temporary Global Security (the "Exchange Date"), the Company
shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the principal amount of such temporary
Global Security, executed by the Company. On or after the Exchange Date, such temporary Global Security shall be surrendered by
the Common Depositary to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in
part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of
such temporary Global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such temporary Global Security to be exchanged. The definitive Securities to be delivered in
exchange for any such temporary Global Security shall be in bearer form, registered form, permanent global bearer form or permanent
global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof
is so specified, as requested by the beneficial owner thereof (as directed by or pursuant to information provided by the Common
Depositary); provided, however, that, unless otherwise specified in such temporary Global Security, upon such presentation
by the Common Depositary, such temporary Global Security shall be accompanied by a certificate dated the Exchange Date or a subsequent
date and signed by Euroclear as to the portion of such temporary Global Security held for its account then to be exchanged and
a certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary Global
Security held for its account then to be exchanged, each in the form set forth in Exhibit B-2 to this Indenture or in such
other form as may be established pursuant to Section 301; and provided further that definitive Bearer Securities shall
be delivered in exchange for a portion of a temporary Global Security only in compliance with the requirements of Section 303.


19







    	 



    	 



    

 


          Unless otherwise specified in such temporary Global Security,
the interest of a beneficial owner of Securities of a series in a temporary Global Security shall be exchanged for definitive Securities
of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or Clearstream, as
the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate
in the form set forth in Exhibit B-1 to this Indenture (or in such other form as may be established pursuant to Section 301),
dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear
and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise
specified in such temporary Global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary
Global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation
and the like unless such Person takes delivery of such definitive Securities in person at the offices of Euroclear or Clearstream.
Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary Global Security shall be delivered
only to an address located outside the United States.


          Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of
the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated
by Section 301, interest payable on a temporary Global Security on an Interest Payment Date for Securities of such series
occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon
delivery by Euroclear and Clearstream to the Trustee of a certificate or certificates in the form set forth in Exhibit B-2
to this Indenture (or in such other forms as may be established pursuant to Section 301), for credit without further interest
on or after such Interest Payment Date to the respective accounts of Persons who are the beneficial owners of such temporary Global
Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate
dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth as
Exhibit B-1 to this Indenture (or in such other forms as may be established pursuant to Section 301). Notwithstanding
anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements
of the preceding two paragraphs of this Section 304(b) and of the third paragraph of Section 303 of this Indenture and
the interests of the Persons who are the beneficial owners of the temporary Global Security with respect to which such certification
was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification
if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided
in this paragraph, no payments of principal or interest owing with respect to a beneficial interest in a temporary Global Security
will be made unless and until such interest in such temporary Global Security shall have been exchanged for an interest in a definitive
Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee
prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company.


          With respect to Exhibit B-1 or B-2 to this Indenture, the Company
may, in its discretion and if required or desirable under applicable law, substitute one or more other forms of such exhibits for
such exhibits, eliminate the requirement that any or all certificate be provided, or change the time that any certificate may be
required, provided that such substitute form or forms or notice of elimination or change of such certification requirement
have theretofore been delivered to the Trustee with a Company Request and such form or forms, elimination or change is reasonably
acceptable to the Trustee.


          SECTION 305. Registration, Registration of Transfer, Conversion
and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency of
the Company in a Place of Payment a register for each series of Securities (the registers maintained in such office or in any such
office or agency of the Company in a Place of Payment being herein sometimes referred to collectively as the "Security Register")
in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered
Securities and of transfers of Registered Securities. The Security Register shall be in written form or any other form capable
of being converted into written form within a reasonable time. The Trustee, at its Corporate Trust Office, is hereby initially
appointed "Security Registrar" for the purpose of registering Registered Securities and transfers of Registered Securities on such
Security Register as herein provided. In the event that the Trustee shall cease to be Security Registrar, it shall have the right
to examine, and be provided a copy of, the Security Register at all reasonable times.


20







    	 



    	 



    

 


          Subject to the provisions of this Section 305, upon surrender
for registration of transfer of any Registered Security of any series at any office or agency of the Company in a Place of Payment
for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Registered Securities of the same series, of any authorized denominations and of a like aggregate
principal amount, bearing a number not contemporaneously outstanding, and containing identical terms and provisions.


          Subject to the provisions of this Section 305, at the option
of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series, of any
authorized denomination or denominations and of a like aggregate principal amount, containing identical terms and provisions, upon
surrender of the Registered Securities to be exchanged at any such office or agency. Whenever any such Registered Securities are
so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities
which the Holder making the exchange is entitled to receive. Unless otherwise specified with respect to any series of Securities
as contemplated by Section 301, Bearer Securities may not be issued in exchange for Registered Securities.


          If (but only if) permitted by the applicable Board Resolution
and (subject to Section 303) set forth in the applicable Officers' Certificate, or in any indenture supplemental hereto, delivered
as contemplated by Section 301, at the option of the Holder, Bearer Securities of any series may be exchanged for Registered
Securities of the same series of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender
of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default
thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon
or coupons in default, any such permitted exchange may be effected if the Bearer Securities are accompanied by payment in funds
acceptable to the Company (or to the Trustee for the Security in case of matured coupons in default) in an amount equal to the
face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company
and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying
Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect
of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided,
however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only
upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the
foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in a permitted exchange for a Registered
Security of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record
Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special
Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date for payment,
as the case may be, and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.


          Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent Global Security shall be exchangeable only as provided in this paragraph. If the
depositary for any permanent Global Security is DTC, then, unless the terms of such Global Security expressly permit such Global
Security to be exchanged in whole or in part for definitive Securities, a Global Security may be transferred, in whole but not
in part, only to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for such Global Security selected or
approved by the Company or to a nominee of such successor to DTC. If at any time DTC notifies the Company that it is unwilling
or unable to continue as depositary for the applicable Global Security or Securities or if at any time DTC ceases to be a clearing
agency registered under the Exchange Act if so required by applicable law or regulation, the Company shall appoint a successor
depositary with respect to such Global Security or Securities. If (w) a successor depositary for such Global Security or Securities
is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such unwillingness, inability
or ineligibility, (x) the Company delivers to the Trustee for Securities of such series in registered form a Company Order
stating that the Securities of such series shall be exchangeable, (y) an Event of Default has occurred and is








21







    	 



    	 



    



continuing and the beneficial owners representing a majority in principal amount of the applicable series of Securities represented
by such Global Security or Securities advise DTC to cease acting as depositary for such Global Security or Securities or (z) the
Company, in its sole discretion, determines at any time that all Outstanding Securities (but not less than all) of any series issued
or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities,
then the Company shall execute, and the Trustee shall authenticate and deliver definitive Securities of like series, rank, tenor
and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Security or Securities.
If any beneficial owner of an interest in a permanent global Security is otherwise entitled to exchange such interest for Securities
of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated
by Section 301 and provided that any applicable notice provided in the permanent Global Security shall have been given, then
without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Company
shall execute, and the Trustee shall authenticate and deliver definitive Securities in aggregate principal amount equal to the
principal amount of such beneficial owner's interest in such permanent Global Security. On or after the earliest date on which
such interests may be so exchanged, such permanent Global Security shall be surrendered for exchange by DTC or such other depositary
as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such purpose; provided,
however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection
of Securities to be redeemed and ending on the relevant Redemption Date if the Security for which exchange is requested may be
among those selected for redemption; and provided further that no Bearer Security delivered in exchange for a portion of
a permanent Global Security shall be mailed or otherwise delivered to any location in the United States. If a Registered Security
is issued in exchange for any portion of a permanent Global Security after the close of business at the office or agency where
such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but will be payable
on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect
of such portion of such permanent Global Security is payable in accordance with the provisions of this Indenture.


          All Securities issued upon any registration of transfer or conversion
or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits
under this Indenture, as the Securities surrendered upon such registration of transfer or conversion or exchange.


          Every Registered Security presented or surrendered for registration
of transfer or for conversion, exchange or redemption shall (if so required by the Company or the Security Registrar) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar, duly executed
by the Holder thereof or his attorney duly authorized in writing.


          No service charge shall be made to the Holder for any registration
of transfer or conversion or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any registration of transfer or conversion or exchange of Securities,
other than exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any transfer.


          The Company or the Trustee, as applicable, shall not be required
(i) to issue, register the transfer of or exchange any Security if such Security may be among those selected for redemption
during a period beginning at the opening of business 15 days before selection of the Securities to be redeemed under Section 1103
and ending at the close of business on (A) if such Securities are issuable only as Registered Securities, the day of the mailing
of the relevant notice of redemption and (B) if such Securities are issuable as Bearer Securities, the day of the first publication
of the relevant notice of redemption or, if such Securities are also issuable as Registered Securities and there is no publication,
the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Registered Security
so selected for redemption in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion
thereof not to be redeemed, or (iii) to exchange any Bearer Security so selected for redemption except that such a Bearer
Security may be exchanged for a Registered Security of that series and like tenor, provided that such Registered Security
shall be simultaneously surrendered for redemption, or (iv) to issue, register the transfer of or exchange any Security which
has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid.


22







    	 



    	 



    

 


          Furthermore, notwithstanding any other provision of this Section 305,
the Company will not be required to exchange any Securities if, as a result of the exchange, the Company would suffer adverse consequences
under any United States law or regulation.


          SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.
If any mutilated Security or a Security with a mutilated coupon appertaining to it is surrendered to the Trustee or the Company,
together with, in proper cases, such security or indemnity as may be required by the Company or the Trustee to save each of them
or any agent of either of them harmless, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor
a new Security of the same series and principal amount, containing identical terms and provisions and bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupons, if any, appertaining to the surrendered Security.


          If there shall be delivered to the Company and to the Trustee
(i) evidence to their satisfaction of the destruction, loss or theft of any Security or coupon, and (ii) such security
or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security or coupon has been acquired by a bona fide purchaser, the Company shall
execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security
or in exchange for the Security to which a destroyed, lost or stolen coupon appertains (with all appurtenant coupons not destroyed,
lost or stolen), a new Security of the same series and principal amount, containing identical terms and provisions and bearing
a number not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to such destroyed,
lost or stolen Security or to the Security to which such destroyed, lost or stolen coupon appertains.


          Notwithstanding the provisions of the previous two paragraphs,
in case any such mutilated, destroyed, lost or stolen Security or coupon has become or is about to become due and payable, the
Company in its discretion may, instead of issuing a new Security, with coupons corresponding to the coupons, if any, appertaining
to such destroyed, lost or stolen Security or to the Security to which such destroyed, lost or stolen coupon appertains, pay such
Security or coupon if the applicant for such payment shall furnish to the Company and the Trustee for such Security such security
or indemnity as may be required by them to save each of them harmless, and in the case of destruction, loss or theft, evidence
satisfactory to the Company and Trustee and any agent of any of them of the destruction, loss or theft of such Security and the
ownership thereof; provided, however, that payment of principal of (and premium or Make-Whole Amount, if any), and
interest, if any, on, Bearer Securities shall, except as otherwise provided in Section 1002, be payable only at an office
or agency located outside the United States and, unless otherwise specified as contemplated by Section 301, any interest on
Bearer Securities shall be payable only upon presentation and surrender of the coupons appertaining thereto.


          Upon the issuance of any new Security under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.


          Every new Security of any series with its coupons, if any, issued
pursuant to this Section in lieu of any destroyed, lost or stolen Security, or in exchange for a Security to which a destroyed,
lost or stolen coupon appertains, shall constitute an original additional contractual obligation of the Company, whether or not
the destroyed, lost or stolen Security and its coupons, if any, or the destroyed, lost or stolen coupon shall be at any time enforceable
by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities
of that series and their coupons, if any, duly issued hereunder.


          The provisions of this Section are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities or coupons.


          SECTION 307. Payment of Interest; Interest Rights Preserved.
Except as otherwise specified with respect to a series of Securities in accordance with the provisions of Section 301, interest
on any Registered Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest payment at the office or agency of the Company maintained for such purpose








23







    	 



    	 



    



pursuant to Section 1002; provided, however, that each installment of interest on any Registered Security may
at the Company's option be paid by (i) mailing a check for such interest, payable to or upon the written order of the Person
entitled thereto pursuant to Section 308, to the address of such Person as it appears on the Security Register or (ii) transfer
to an account maintained by the payee located inside the United States.


          Unless otherwise provided as contemplated by Section 301
with respect to the Securities of any series, payment of interest may be made, in the case of a Bearer Security, by transfer to
an account maintained by the payee with a bank located outside the United States.


          Unless otherwise provided as contemplated by Section 301,
every permanent Global Security will provide that interest, if any, payable on any Interest Payment Date will be paid to DTC, Euroclear
and/or Clearstream, as the case may be, with respect to that portion of such permanent Global Security held for its account by
Cede & Co. or the Common Depositary, as the case may be, for the purpose of permitting such party to credit the interest
received by it in respect of such permanent Global Security to the accounts of the beneficial owners thereof.


          In case a Bearer Security of any series is surrendered in exchange
for a Registered Security of such series after the close of business (at an office or agency in a Place of Payment for such series)
on any Regular Record Date and before the opening of business (at such office or agency) on the next succeeding Interest Payment
Date, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date and interest will not
be payable on such Interest Payment Date in respect of the Registered Security issued in exchange for such Bearer Security, but
will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture.


          Except as otherwise specified with respect to a series of Securities
in accordance with the provisions of Section 301, any interest on any Registered Security of any series that is payable, but
is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith
cease to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder,
and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (1) or (2) below:


          (1) The Company may elect to make payment of any Defaulted Interest
to the Persons in whose names the Registered Securities of such series (or their respective Predecessor Securities) are registered
at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Registered
Security of such series and the date of the proposed payment (which shall not be less than 20 days after such notice is received
by the Trustee), and at the same time the Company shall deposit with the Trustee an amount of money in the currency or currencies,
currency unit or units or composite currency or currencies in which the Securities of such series are payable (except as otherwise
specified pursuant to Section 301 for the Securities of such series) equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date
of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest
which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days
after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special
Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Registered Securities of such
series at his address as it appears in the Security Register not less than 10 days prior to such Special Record Date. The Trustee
may, in its discretion, in the name and at the expense of the Company, cause a similar notice to be published at least once in
an Authorized Newspaper in each Place of Payment, but such publications shall not be a condition precedent to the establishment
of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having
been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Registered Securities of such
series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall
no longer be payable pursuant to the following clause (2). In case a Bearer Security of any series is surrendered at the office
or agency in a Place of Payment for such series in exchange for a Registered Security of such series after the close of business
at such office or agency on any Special Record Date and before the opening of business at such office or agency on the related
proposed date for payment of








24







    	 



    	 



    



Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such proposed date of payment and
Defaulted Interest will not be payable on such proposed date of payment in respect of the Registered Security issued in exchange
for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this
Indenture.


          (2) The Company may make payment of any Defaulted Interest on
the Registered Securities of any series in any other lawful manner not inconsistent with the requirements of any over-the-counter
market or securities exchange on which such Securities may be quoted or listed, and upon such notice as may be required by such
market or exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such
manner of payment shall be deemed practicable by the Trustee.


          Subject to the foregoing provisions of this Section and Section 305,
each Security delivered under this Indenture upon registration of transfer of or upon conversion of or in exchange for or in lieu
of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.


          SECTION 308. Persons Deemed Owners. Prior to due presentment
of a Registered Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name such Registered Security is registered as the owner of such Security for the purpose of receiving
payment of principal of (and premium or Make-Whole Amount, if any), and (subject to Sections 305 and 307) interest on, such Registered
Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. All such payments so made to any
such Person, or upon such Person's order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for money payable upon any such Security.


          Title to any Bearer Security and any coupons appertaining thereto
shall pass by delivery. The Company, the Trustee and any agent of the Company or the Trustee may treat the Holder of any Bearer
Security and the Holder of any coupon as the absolute owner of such Security or coupon for the purpose of receiving payment thereof
or on account thereof and for all other purposes whatsoever, whether or not such Security or coupon be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.


          No holder of any beneficial interest in any Global Security held
on its behalf by a depositary shall have any rights under this Indenture with respect to such Global Security and such depositary
(which is the Holder of such security) shall be treated by the Company, the Trustee, and any agent of the Company or the Trustee
as the owner of such Global Security for all purposes whatsoever. None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial
ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership
interests.


          Notwithstanding the foregoing, with respect to any Global Security,
nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written
certification, proxy or other authorization furnished by any depositary, as a Holder, with respect to such Global Security or impair,
as between such depositary and owners of beneficial interests in such Global Security, the operation of customary practices governing
the exercise of the rights of such depositary (or its nominee) as Holder of such Global Security.


          SECTION 309. Cancellation. All Securities and coupons surrendered
for payment, redemption, repayment at the option of the Holder, registration of transfer or conversion or exchange or for credit
against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee, and any
such Securities and coupons and Securities and coupons surrendered directly to the Trustee for any such purpose, upon direction
by the Company, shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver
to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder
which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. If the Company
shall so acquire any








25







    	 



    	 



    



of the Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented
by such Securities unless and until the same are surrendered to the Trustee for cancellation. No Securities shall be authenticated
in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture.
Cancelled Securities and coupons held by the Trustee shall be disposed of by the Trustee in accordance with its customary practices
(subject to the record retention requirements of the Exchange Act).


          SECTION 310. Computation of Interest. Except as otherwise
specified as contemplated by Section 301 with respect to Securities of any series, interest on the Securities of each series
shall be computed on the basis of a 360-day year consisting of twelve 30-day months.


          SECTION 311. CUSIP Numbers. The Company in issuing the
Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices of
redemption as a convenience to Holders; provided, however, that any such notice may state that no representation
is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption
and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the
"CUSIP" numbers.


ARTICLE FOUR - SATISFACTION AND DISCHARGE


          SECTION 401. Satisfaction and Discharge of Indenture. This
Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities specified in such Company
Request (except as to any surviving rights of registration of transfer or conversion or exchange of Securities of such series herein
expressly provided for), and the Trustee, upon receipt of a Company Order, and at the expense of the Company, shall execute instruments
in form and substance satisfactory to the Trustee and the Company acknowledging satisfaction and discharge of this Indenture as
to such series when


          (1) either


          (A) all Securities of such series theretofore authenticated and
delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered
for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as
provided in Section 305, (ii) Securities and coupons of such series which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 306, (iii) coupons appertaining to Securities called for redemption
and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 1106, and (iv) Securities
and coupons of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered
to the Trustee for cancellation; or


          (B) all Securities of such series and, in the case of (i) or
(ii) below, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation


          (i) have become due and payable, or


          (ii) will become due and payable at their Stated Maturity within
one year, or


          (iii) if redeemable at the option of the Company, are to be called
for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee
in the name, and at the expense, of the Company,


and the Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with
the Trustee as trust funds in trust for the purpose an amount in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable, sufficient to pay and discharge the entire indebtedness
on such Securities and such coupons not theretofore delivered to the Trustee for cancellation,








26







    	 



    	 



    



for principal (and premium or Make-Whole Amount, if any) and interest to the date of such deposit (in the case of Securities which
have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;


          (2) the Company has paid or caused to be paid all other sums payable
hereunder by the Company; and


          (3) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge
of this Indenture as to such series have been complied with.


Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee and any predecessor
Trustee under Section 606, the obligations of the Company to any Authenticating Agent under Section 611 and, if money
shall have been deposited with and held by the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations
of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive such satisfaction and discharge.


          SECTION 402. Application of Trust Funds. Subject to the
provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall
be held in trust and applied by it, in accordance with the provisions of the Securities, the coupons and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium or Make-Whole Amount, if any), and any interest for whose
payment such money has been deposited with or received by the Trustee, but such money need not be segregated from other funds except
to the extent required by law.


ARTICLE FIVE - REMEDIES


          SECTION 501. Events of Default. "Event of Default," wherever
used herein with respect to any particular series of Securities, means any one of the following events (whatever the reason for
such Event of Default and whether or not it shall be voluntary or involuntary or be effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):


          (1) default in the payment of any interest on any Security of
that series or of any coupon appertaining thereto, when such interest or coupon becomes due and payable, and continuance of such
default for a period of 30 days; or


          (2) default in the payment of the principal of (or premium or
Make-Whole Amount, if any, on) any Security of that series when it becomes due and payable at its Maturity; or


          (3) default in the deposit of any sinking fund payment, to the
extent applicable to such series of Securities, when and as due by the terms of any Security of that series; or


          (4) default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture with respect to any Security of that series (other than a covenant or warranty a default
in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included
in this Indenture solely for the benefit of a series of Securities other than that series), and continuance of such default or
breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written
notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default"
hereunder; or


          (5) default under any bond, debenture, note, mortgage, indenture
or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed
by the Company (or by any Subsidiary, the repayment of which the Company has guaranteed or for which the Company is directly responsible
or liable as obligor or guarantor), having an aggregate principal amount outstanding of at least $30,000,000, whether such indebtedness
now exists or shall hereafter be created, which default shall have resulted in such indebtedness becoming or being declared due
and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged,
or such acceleration having been








27







    	 



    	 



    



rescinded or annulled, within a period of 30 days after there shall have been given, by registered or certified mail, to the Company
by the Trustee or to the Company and the Trustee by the Holders of at least 10% in principal amount of the Outstanding Securities
of that series a written notice specifying such default and requiring the Company to cause such indebtedness to be discharged or
cause such acceleration to be rescinded or annulled and stating that such notice is a "Notice of Default" hereunder; provided,
however, that, subject to the provisions of Sections 601 and 602, the Trustee shall not be deemed to have knowledge
of such default unless either (A) a Responsible Officer of the Trustee shall have knowledge of such default or (B) the
Trustee shall have received written notice thereof from the Company, from any Holder, from the holder of any such indebtedness
or from the trustee under any such mortgage, indenture or other instrument; or


          (6) the Company or any Significant Subsidiary pursuant to or within
the meaning of any Bankruptcy Law:


          (A) commences a voluntary case,


          (B) consents to the entry of an order for relief against it in
an involuntary case,


          (C) consents to the appointment of a Custodian of it or for all
or substantially all of its property, or


          (D) makes a general assignment for the benefit of its creditors;
or


          (7) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that:


          (A) is for relief against the Company or any Significant Subsidiary
in an involuntary case,


          (B) appoints a Custodian of the Company or any Significant Subsidiary
or for all or substantially all of either of its property, or


          (C) orders the liquidation of the Company or any Significant Subsidiary,
and the order or decree remains unstayed and in effect for 90 days; or


          (8) any other Event of Default provided with respect to Securities
of that series.


          As used in this Section 501, the term "Bankruptcy Law" means
title 11, U.S. Code or any similar Federal or state law for the relief of debtors and the term "Custodian" means any receiver,
trustee, assignee, liquidator or other similar official under any Bankruptcy Law.


          SECTION 502. Acceleration of Maturity; Rescission and Annulment.
If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then and in every
such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may
declare the principal amount (or, if Securities of that Series are Original Issue Discount Securities or Indexed Securities, such
portion of the principal as may be specified in the terms thereof) of all the Securities of that series to be due and payable immediately,
by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal
or specified portion thereof shall become immediately due and payable.


          At any time after such a declaration of acceleration with respect
to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of
that series, by written notice to the Company and the Trustee, may rescind and annul such declaration of acceleration and its consequences
if:


          (1) the Company has paid or deposited with the Trustee a sum sufficient
to pay in the currency, currency unit or composite currency in which the Securities of such series are payable (except as otherwise
specified pursuant to Section 301 for the Securities of such series):


          (A) all overdue installments of interest on all Outstanding Securities
of that series and any related coupons,


28







    	 



    	 



    

 


          (B) the principal of (and premium or Make-Whole Amount, if any,
on) any Outstanding Securities of that series which have become due otherwise than by such declaration of acceleration and interest
thereon at the rate or rates borne by or provided for in such Securities,


          (C) to the extent that payment of such interest is lawful, interest
upon overdue installments of interest at the rate or rates borne by or provided for in such Securities, and


          (D) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and


          (2) all Events of Default with respect to Securities of that series,
other than the nonpayment of the principal of (or premium or Make-Whole Amount, if any) or interest on Securities of that series
which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513.


No such rescission shall affect any subsequent default or impair any right consequent thereon.


          SECTION 503. Collection of Indebtedness and Suits for Enforcement
by Trustee. The Company covenants that if:


          (1) default is made in the payment of any installment of interest
on any Security of any series and any related coupon when such interest becomes due and payable and such default continues for
a period of 30 days, or


          (2) default is made in the payment of the principal of (or premium
or Make-Whole Amount, if any, on) any Security of any series at its Maturity,


then the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities of
such series and coupons, the whole amount then due and payable on such Securities and coupons for principal (and premium or Make-Whole
Amount, if any) and interest, with interest upon any overdue principal (and premium or Make-Whole Amount, if any) and, to the extent
that payment of such interest shall be legally enforceable, upon any overdue installments of interest at the rate or rates borne
by or provided for in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.


          If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the
sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Company
or any other obligor upon such Securities of such series and collect the moneys adjudged or decreed to be payable in the manner
provided by law out of the property of the Company or any other obligor upon such Securities of such series, wherever situated.


          If an Event of Default with respect to Securities of any series
occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders
of Securities of such series and any related coupons by such appropriate judicial proceedings as the Trustee shall deem necessary
to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or
in aid of the exercise of any power granted herein, or to enforce any other proper remedy.


          SECTION 504. Trustee May File Proofs of Claim. In case
of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition
or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or
of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities of any series shall
then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of overdue principal, premium or Make-Whole Amount, if any, or interest) shall be
entitled and empowered, by intervention in such proceeding or otherwise:


29







    	 



    	 



    

 


          (i) to file and prove a claim for the whole amount, or such lesser
amount as may be provided for in the Securities of such series, of principal (and premium or Make-Whole Amount, if any) and interest
owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order
to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and


          (ii) to collect and receive any moneys or other property payable
or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator
(or other similar official) in any such judicial proceeding is hereby authorized by each Holder of Securities of such series and
coupons to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances
of the Trustee and any predecessor Trustee, their agents and counsel, and any other amounts due the Trustee or any predecessor
Trustee under Section 606.


          Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder of a Security or coupon any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or coupons or the rights of any Holder thereof, or to authorize the Trustee
to vote in respect of the claim of any Holder of a Security or coupon in any such proceeding.


          In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held
to represent all the Holders of the Securities, and it shall not be necessary to make any Holders of the Securities parties to
any such proceedings.


          SECTION 505. Trustee May Enforce Claims Without Possession
of Securities or Coupons. All rights of action and claims under this Indenture or any of the Securities or coupons may be prosecuted
and enforced by the Trustee without the possession of any of the Securities or coupons or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities and coupons in respect
of which such judgment has been recovered.


          SECTION 506. Application of Money Collected. Any money
collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal (or premium or Make-Whole Amount, if any) or interest, upon
presentation of the Securities or coupons, or both, as the case may be, and the notation thereon of the payment if only partially
paid and upon surrender thereof if fully paid:


          FIRST: To the payment of all amounts due the Trustee and any predecessor
Trustee under Section 606;


          SECOND: To the payment of the amounts then due and unpaid upon
the Securities and coupons for principal (and premium or Make-Whole Amount, if any) and interest, in respect of which or for the
benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the aggregate
amounts due and payable on such Securities and coupons for principal (and premium or Make-Whole Amount, if any) and interest, respectively;
and


          THIRD: To the payment of the remainder, if any, to the Company.


          SECTION 507. Limitation on Suits. No Holder of any Security
of any series or any related coupon shall have any right to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:


          (1) such Holder has previously given written notice to the Trustee
of a continuing Event of Default with respect to the Securities of that series;


30







    	 



    	 



    

 


          (2) the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such
Event of Default in its own name as Trustee hereunder;


          (3) such Holder or Holders have offered to the Trustee indemnity
reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request;


          (4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding; and


          (5) no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of
that series;


it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of,
or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or
to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture,
except in the manner herein provided and for the equal and ratable benefit of all such Holders.


          SECTION 508. Unconditional Right of Holders to Receive Principal,
Premium or Make-Whole Amount, if any, and Interest. Notwithstanding any other provision in this Indenture, the Holder of any
Security or coupon shall have the right which is absolute and unconditional to receive payment of the principal of (and premium
or Make-Whole Amount, if any) and (subject to Sections 305 and 307) interest on such Security or payment of such coupon on the
respective due dates expressed in such Security or coupon (or, in the case of redemption, on the Redemption Date) and to institute
suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.


          SECTION 509. Restoration of Rights and Remedies. If the
Trustee or any Holder of a Security or coupon has instituted any proceeding to enforce any right or remedy under this Indenture
and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such
Holder, then and in every such case, the Company, the Trustee and the Holders of Securities and coupons shall, subject to any determination
in such proceeding, be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies
of the Trustee and the Holders shall continue as though no such proceeding had been instituted.


          SECTION 510. Rights and Remedies Cumulative. Except as
otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or coupons in
the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of
Securities or coupons is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.


          SECTION 511. Delay or Omission Not Waiver. No delay or
omission of the Trustee or of any Holder of any Security or coupon to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right
and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as
may be deemed expedient, by the Trustee or by the Holders of Securities or coupons, as the case may be.


          SECTION 512. Control by Holders of Securities. The Holders
of not less than a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred
on the Trustee with respect to the Securities of such series, provided that:


          (1) such direction shall not be in conflict with any rule of law
or with this Indenture,


31







    	 



    	 



    

 


          (2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction, and


          (3) the Trustee need not take any action which might involve it
in personal liability or be unduly prejudicial to the Holders of Securities of such series not joining therein.


          Nothing in this Indenture shall impair the right of the Trustee
in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction by Holders.


          SECTION 513. Waiver of Past Defaults. The Holders of not
less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities
of such series and any related coupons waive any past default hereunder with respect to such series and its consequences, except
a default


          (1) in the payment of the principal of (or premium or Make-Whole
Amount, if any) or interest on any Security of such series or any related coupons, or


          (2) in respect of a covenant or provision hereof which under Article
Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected; or


          (3) in respect of a covenant or provision hereof for the benefit
or protection of the Trustee, without its express written consent.


          Upon any such waiver, such default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver
shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.


          SECTION 514. Waiver of Usury, Stay or Extension Laws. The
Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter
in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully
do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede
the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.


          SECTION 515. Undertaking for Costs. All parties to this
Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the
Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees
and expenses, against any party litigant in such suit having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities
of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium or Make-Whole
Amount, if any) or interest on any Security on or after the respective Stated Maturities expressed in such Security (or, in the
case of redemption, on or after the Redemption Date).


ARTICLE SIX - THE TRUSTEE


          SECTION 601. Notice of Defaults. Within 90 days after the
occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall transmit in the manner and
to the extent provided in TIA Section 313(c), notice of such default hereunder known to the Trustee, unless such default shall
have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal
of (or premium or Make-Whole Amount, if any) or interest on any Security of such series, or in the payment of any sinking or purchase
fund installment with respect to the Securities of such series, the Trustee shall be protected in withholding such notice if and
so long as the board of directors, the executive committee, or a trust committee of directors and/or Responsible Officers of the
Trustee in good faith determine that the withholding of such notice is in the interests of








32







    	 



    	 



    



the Holders of the Securities and coupons of such series; and provided further that in the case of any default or breach
of the character specified in Section 501(4) with respect to the Securities and coupons of such series, no such notice to
Holders shall be given until at least 60 days after the occurrence thereof. For the purpose of this Section, the term "default"
means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to the Securities
of such series.


          SECTION 602. Certain Rights of Trustee. Subject to the
provisions of TIA Section 315(a) through 315(d):


          (1) the Trustee may conclusively rely and shall be fully protected
in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form)
reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;


          (2) any request or direction of the Company mentioned herein shall
be sufficiently evidenced by a Company Request or Company Order (other than delivery of any Security, together with any coupons
appertaining thereto, to the Trustee for authentication and delivery pursuant to Section 303 which shall be sufficiently evidenced
as provided therein) and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;


          (3) whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers'
Certificate;


          (4) the Trustee may consult with counsel of its own selection
and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect
of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;


          (5) the Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities of any series
or any related coupons pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity
reasonably satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction;


          (6) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, coupon or other paper or document, unless requested in writing so to do by the Holders of
not less than a majority in aggregate principal amount of the Outstanding Securities of any series; provided that, if the
payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making
of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by
the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to
proceeding; the reasonable expenses of every such examination shall be paid by the Holders or, if paid by the Trustee, shall be
repaid by the Holders upon demand. The Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled
to examine the books, records and premises of the Company, relevant to the facts or matters that are the subject of its inquiry,
personally or by agent or attorney at the expense of the Company and shall incur no liability or additional liability of any kind
by reason of such inquiry or investigation;


          (7) the Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for
any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;


          (8) the Trustee shall not be liable for any action taken, suffered
or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred
upon it by this Indenture;


33







    	 



    	 



    

 


          (9) any permissive right or power available to the Trustee under
this Indenture or any supplement hereto shall not be construed to be a mandatory duty or obligation;


          (10) the Trustee shall not be charged with knowledge of any matter
(including any default, other than as described in Section 501(1), (2) or (3)) unless and except to the extent actually
known to a Responsible Officer of the Trustee or to the extent written notice thereof is received by the Trustee at the Corporate
Trust Office;


          (11) the Trustee shall have no liability for any inaccuracy in
the books and records of, or for any actions or omissions of, DTC, Euroclear or Clearstream or any depositary acting on behalf
of any of them;


          (12) the rights, privileges, protections, immunities and benefits
given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by,
the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed by the Trustee to act hereunder;
and


          (13) the Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions
pursuant to this Indenture, which Officers' Certificate may be signed by any person authorized to sign an Officers' Certificate,
including any person specified as so authorized in any such certificate previously delivered and not superseded.


          The Trustee shall not be required to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.


          Except during the continuance of an Event of Default, the Trustee
undertakes to perform only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations
shall be read into this Indenture against the Trustee.


          SECTION 603. Not Responsible for Recitals or Issuance of Securities.
The recitals contained herein and in the Securities, except the Trustee's certificate of authentication, and in any coupons shall
be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for
their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities
or coupons, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the
Securities and perform its obligations hereunder. Neither the Trustee nor any Authenticating Agent shall be accountable for the
use or application by the Company of Securities or the proceeds thereof. The Trustee shall have no responsibility with respect
to any information, statement or recital in any offering prospectus or other disclosure materials prepared or distributed with
respect to the Securities.


          SECTION 604. May Hold Securities. The Trustee, any Paying
Agent, Security Registrar, Authenticating Agent or any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities and coupons and, subject to TIA Sections 310(b) and 311, may otherwise deal with the
Company with the same rights it would have if it were not Trustee, Paying Agent, Security Registrar, Authenticating Agent or such
other agent.


          SECTION 605. Money Held in Trust. Money held by the Trustee
in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company.


          SECTION 606. Compensation and Reimbursement. The Company
agrees:


          (1) to pay to the Trustee as agreed upon in writing from time
to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision
of law in regard to the compensation of a trustee of an express trust);


          (2) except as otherwise expressly provided herein, to reimburse
each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, and disbursements incurred by the
Trustee in accordance with








34







    	 



    	 



    



any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents
and counsel), except any such expense or disbursement as shall be determined to have been caused by its own negligence, willful
misconduct or bad faith; and


          (3) to indemnify each of the Trustee and any predecessor Trustee
for, and to hold it harmless against, any loss, liability, claim, damage or expense incurred without negligence, willful misconduct
or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder,
including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance
of any of its powers or duties hereunder.


          When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 501(7) or Section 501(8), the expenses (including the reasonable charges
and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under
any applicable Federal or state bankruptcy, insolvency or other similar law.


          As security for the performance of the obligations of the Company
under this Section, the Trustee shall have a lien for payment of the Trustee's fees and expenses prior to the Securities upon all
property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium
or Make-Whole Amount, if any) or interest on particular Securities or any coupons.


          The provisions of this Section shall survive the termination of
this Indenture and the resignation or removal of the Trustee.


          SECTION 607. Corporate Trustee Required; Eligibility; Conflicting
Interests. There shall at all times be a Trustee hereunder which shall be eligible to act as Trustee under TIA Section 310(a)(1)
and shall have at all times a combined capital and surplus of at least $50,000,000 (or which shall have a combined capital and
surplus of at least $10,000,000 and whose ultimate parent holding company shall have a combined capital and surplus of at least
$50,000,000). If the Trustee publishes reports of condition at least annually, pursuant to law or the requirements of Federal,
state, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section, the combined
capital and surplus of the Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report
of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section,
it shall resign immediately in the manner and with the effect hereinafter specified in this Article. Neither the Company nor any
Person directly or indirectly controlling, controlled by, or under common control with the Company shall serve as Trustee.


          SECTION 608. Resignation and Removal; Appointment of Successor.


          (a) No resignation or removal of the Trustee and no appointment
of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee
in accordance with the applicable requirements of Section 609.


          (b) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company. If an instrument of acceptance by a successor Trustee shall
not have been delivered to the Trustee within 60 days after the giving of such notice of resignation, the resigning Trustee may
petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee.


          (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered
to the Trustee and to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee
within 60 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Company,
any court of competent jurisdiction for the appointment of a successor Trustee.


          (d) If at any time:


35







    	 



    	 



    

 


          (1) the Trustee shall fail to comply with the provisions of TIA
Section 310(b) after written request therefor by the Company or by any Holder of a Security who has been a bona fide Holder
of a Security for at least six months, or


          (2) the Trustee shall cease to be eligible under Section 607
and shall fail to resign after written request therefor by the Company or by any Holder of a Security who has been a bona fide
Holder of a Security for at least six months, or


          (3) the Trustee shall become incapable of acting or shall be adjudged
a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge
or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in
any such case, (i) the Company by or pursuant to a Board Resolution may remove the Trustee and appoint a successor Trustee
with respect to all Securities, or (ii) subject to TIA Section 315(e), any Holder of a Security who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee
or Trustees.


          (e) If the Trustee shall resign, be removed or become incapable
of acting, or if a vacancy shall occur in the office of Trustee for any cause with respect to the Securities of one or more series,
the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of
one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular
series). If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment, become the successor Trustee with respect to the Securities of such series and
to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities
of any series shall have been so appointed by the Company or the Holders of Securities and accepted appointment in the manner hereinafter
provided, any Holder of a Security who has been a bona fide Holder of a Security of such series for at least six months may, on
behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to Securities of such series.


          (f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to
the Securities of any series in the manner provided for notices to the Holders of Securities in Section 106. Each notice shall
include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust
Office.


          SECTION 609. Acceptance of Appointment by Successor.


          (a) In case of the appointment hereunder of a successor Trustee
with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company
and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all
the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 606.


          (b) In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee
with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto, pursuant to Article
Nine hereof, wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall
be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment








36







    	 



    	 



    



of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain
such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing
herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee
shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee,
such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.


          (c) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights,
powers and trusts referred to in paragraph (a) or (b) of this Section 609, as the case may be.


          (d) No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.


          SECTION 610. Merger, Conversion, Consolidation or Succession
to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding
to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto. In case any Securities or coupons shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities or coupons so authenticated with the same effect as if such successor
Trustee had itself authenticated such Securities or coupons. In case any Securities or coupons shall not have been authenticated
by such predecessor Trustee, any such successor Trustee may authenticate and deliver such Securities or coupons, in either its
own name or that of its predecessor Trustee, with the full force and effect which this Indenture provides for the certificate of
authentication of the Trustee.


          SECTION 611. Appointment of Authenticating Agent. At any
time when any of the Securities remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to one
or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series
issued upon conversion or exchange, registration of transfer or partial redemption or repayment thereof, and Securities so authenticated
shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee,
a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on
behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a bank or trust company or corporation organized and doing business and in good standing under the laws of the United
States of America or of any state or the District of Columbia, authorized under such laws to act as Authenticating Agent, having
a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or state authorities.
If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating
Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.
In case at any time an








37







    	 



    	 



    



Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.


          Any corporation into which an Authenticating Agent may be merged
or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business
of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or further act on the part of the Trustee or the Authenticating
Agent.


          An Authenticating Agent for any series of Securities may at any
time resign by giving written notice of resignation to the Trustee for such series and to the Company. The Trustee for any series
of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice of termination to such Authenticating
Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve in the manner set forth in Section 106. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of
its predecessor hereunder, with like effect as if originally named as an Authenticating Agent herein. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.


          The Company agrees to pay to each Authenticating Agent from time
to time reasonable compensation including reimbursement of its reasonable expenses for its services under this Section, subject
to Section 606.


          If an appointment with respect to one or more series is made pursuant
to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee's certificate
of authentication, an alternate certificate of authentication substantially in the following form:


          This is one of the Securities of the series designated therein
referred to in the within- mentioned Indenture.


	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	as Trustee
	 	 	 	 
	 Dated:                    	 	 	 	By:	 	 
	 	 	 	 	 	as Authenticating Agent
	 	 	 	 
	 Dated:                    	 	 	 	By:	 	 
	 	 	 	 	 	as Authenticating Agent


          SECTION 612. Certain Duties and Responsibilities of the Trustee.


          (a) With respect to the Securities of any series, except during
the continuance of an Event of Default with respect to the Securities of such series:


          (1) the Trustee undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture
against the Trustee; and


          (2) in the absence of bad faith on its part, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished
to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which
by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine
the same to determine whether or not they conform to the requirements of this Indenture, but shall not be under any duty to verify
the contents or accuracy thereof.


38







    	 



    	 



    

 


          (b) In case an Event of Default with respect to the Securities
of any series has occurred and is continuing, the Trustee shall, with respect to Securities of such series, exercise such of the
rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man
would exercise or use under the circumstances in the conduct of his own affairs.


          (c) No provision of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except
that:


          (1) this Subsection shall not be construed to limit the effect
of Subsection (a) of this Section;


          (2) the Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent
facts;


          (3) the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount
of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the
Securities of such series; and


          (4) no provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to it; and, the Trustee shall be under no obligation
to exercise any of its rights and powers under this Indenture at the request of any Holder, unless such Holder shall have offered
to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.


          (d) Whether or not therein expressly so provided, every provision
of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject
to the provisions of this Section 612.


          (e) The Trustee shall not be liable for interest on any money
or assets held by it except to the extent the Trustee may agree in writing with the Company. Assets held in trust by the Trustee
need not be segregated from other assets except to the extent required by law.


ARTICLE SEVEN - HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY


          SECTION 701. Disclosure of Names and Addresses of Holders.
Every Holder of Securities or coupons, by receiving and holding the same, agrees with the Company and the Trustee that neither
the Company nor the Trustee nor any Authenticating Agent nor any Paying Agent nor any Security Registrar shall be held accountable
by reason of the disclosure of any information as to the names and addresses of the Holders of Securities in accordance with TIA
Section 312, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable
by reason of mailing any material pursuant to a request made under TIA Section 312(b).


          SECTION 702. Reports by Trustee. The Trustee shall transmit
to Holders such reports concerning the Trustee and its actions under this Indenture as may be required by TIA Section 313
at the times and in the manner provided by the TIA, which shall initially be not less than every twelve months commencing on ,
20. A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each over-the-counter
market or securities exchange, if any, upon which any Securities are quoted or listed, with the Commission and with the Company.
The Company will notify the Trustee when any Securities are quoted or listed on any over-the-counter market or securities exchange
or delisted therefrom.


          SECTION 703. Reports by Company. The Company will:


          (1) file with the Trustee, within 15 days after the Company is
required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports
(or copies of such








39







    	 



    	 



    



portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company
may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company
is not required to file information, documents or reports pursuant to either of such Sections, then it will file with the Trustee
and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary
and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect
of a security quoted or listed and registered on an over-the-counter market or national securities exchange as may be prescribed
from time to time in such rules and regulations;


          (2) file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect
to compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by such rules
and regulations;


          (3) transmit by mail to the Holders of Securities, within 30 days
after the filing thereof with the Trustee, in the manner and to the extent provided in TIA Section 313(c), such summaries
of any information, documents and reports required to be filed by the Company pursuant to paragraphs (1) and (2) of this
Section as may be required by rules and regulations prescribed from time to time by the Commission; and


          (4) delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants
hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).


          SECTION 704. Company to Furnish Trustee Names and Addresses
of Holders. The Company will furnish or cause to be furnished to the Trustee:


          (a) semiannually, not later than 15 days after the Regular Record
Date for interest for each series of Securities, a list, in such form as the Trustee may reasonably require, of the names and addresses
of the Holders of Registered Securities of such series as of such Regular Record Date, or if there is no Regular Record Date for
interest for such series of Securities, semiannually, upon such dates as are set forth in the Board Resolution or indenture supplemental
hereto authorizing such series, and


          (b) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than
15 days prior to the time such list is furnished, provided, however, that, so long as the Trustee is the Security
Registrar, no such list shall be required to be furnished.


ARTICLE EIGHT - CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE


          SECTION 801. Consolidations and Mergers of Company and Sales,
Leases and Conveyances Permitted Subject to Certain Conditions. The Company may consolidate with, or sell, lease or convey
all or substantially all of its assets to, or merge with or into any other corporation, provided that in any such case, (1) either
the Company shall be the continuing corporation, or the successor corporation shall be a corporation organized and existing under
the laws of the United States or a State thereof and such successor corporation shall expressly assume the due and punctual payment
of the principal of (and premium or Make-Whole Amount, if any) and any interest on all of the Securities, according to their tenor,
and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by
the Company by supplemental indenture, complying with Article Nine hereof, satisfactory to the Trustee, executed and delivered
to the Trustee by such corporation, (2) immediately after giving effect to such transaction and treating any indebtedness
which becomes an obligation of the Company or any Subsidiary as a result thereof as having been incurred by the Company or such
Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or the lapse of time, or both,
would become an Event of Default, shall have occurred and be continuing and (3) the Company shall have delivered to the Trustee
the Officer's Certificate and Opinion of Counsel required pursuant to Section 803 below.


40







    	 



    	 



    

 


          SECTION 802. Rights and Duties of Successor Corporation.
In case of any such consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor corporation,
such successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein
as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further
obligation under this Indenture and the Securities. Such successor corporation thereupon may cause to be signed, and may issue
either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation, instead of the
Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate
and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee
for authentication, and any Securities which such successor corporation thereafter shall cause to be signed and delivered to the
Trustee for that purpose. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture
as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities
had been issued at the date of the execution hereof.


          In case of any such consolidation, merger, sale, lease or conveyance,
such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.


          SECTION 803. Officers' Certificate and Opinion of Counsel.
Any consolidation, merger, sale, lease or conveyance permitted under Section 801 is also subject to the condition that the
Trustee receive an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease
or conveyance, and the assumption by any successor corporation, complies with the provisions of this Article and that all conditions
precedent herein provided for relating to such transaction have been complied with.


ARTICLE NINE - SUPPLEMENTAL INDENTURES


          SECTION 901. Supplemental Indentures Without Consent of Holders.
Without the consent of any Holders of Securities or coupons, the Company, when authorized by or pursuant to a Board Resolution,
and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory
to the Trustee, for any of the following purposes:


          (1) to evidence the succession of another Person to the Company
and the assumption by any such successor of the covenants of the Company contained herein and in the Securities; or


          (2) to add to the covenants of the Company for the benefit of
the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities,
stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power
herein conferred upon the Company; or


          (3) to add any additional Events of Default for the benefit of
the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series
of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided,
however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular
period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide
for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit
the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional
Events of Default apply to waive such default; or


          (4) to add to or change any of the provisions of this Indenture
to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of
principal of or premium or Make-Whole Amount, if any, or interest on Bearer Securities, to permit Bearer Securities to be issued
in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized
denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action
shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect;
or


41







    	 



    	 



    

 


          (5) to change or eliminate any of the provisions of this Indenture,
provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series
created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or


          (6) to secure the Securities; or


          (7) to establish the form or terms of Securities of any series
and any related coupons as permitted or contemplated by Sections 201 and 301; or


          (8) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one
Trustee; or


          (9) to cure any ambiguity, to correct or supplement any provision
herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to
matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided
such provisions shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any
material respect; or


          (10) to supplement any of the provisions of this Indenture to
such extent as shall be necessary to permit or facilitate the Defeasance and discharge of any series of Securities pursuant to
Sections 401, 1402 and 1403; provided that any such action shall not adversely affect the interests of the Holders of Securities
of such series and any related coupons or any other series of Securities in any material respect; or


          (11) to make provisions with respect to Holders' rights of conversion
with respect to any series of Securities pursuant to Article Seventeen.


          SECTION 902. Supplemental Indentures with Consent of Holders.
With the consent of the Holders of not less than a majority in principal amount of all Outstanding Securities affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant
to a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner
the rights of the Holders of Securities and any related coupons under this Indenture; provided, however, that no
such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:


          (1) change the Stated Maturity of the principal of (or premium
or Make-Whole Amount, if any, on) or any installment of principal of or interest on, any Security; or reduce the principal amount
thereof or the rate or amount of interest thereon, or any premium or Make-Whole Amount payable upon the redemption thereof, or
reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration
of the Maturity thereof pursuant to Section 502 or the amount thereof provable in bankruptcy pursuant to Section 504,
or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where, or
the currency or currencies, currency unit or units or composite currency or currencies in which, any Security or any premium or
Make-Whole Amount or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment
on or after the Stated Maturity thereof (or, in the case of redemption or repayment at the option of the Holder, on or after the
Redemption Date or the Repayment Date, as the case may be), or (if Securities of such series are convertible) adversely affect
the right of the Holder to convert any Security as provided in Article Seventeen, or modify the provisions of this Indenture with
respect to the subordination of the Securities in a manner materially adverse to the Holders; or


          (2) reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose
Holders is required for any waiver with respect to such series (or compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture, or reduce the requirements of Section 1504 for
quorum or voting, or


42







    	 



    	 



    

 


          (3) modify any of the provisions of this Section, Section 513
or Section 1009, except to increase the required percentage to effect such action or to provide that certain other provisions
of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby,
provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes
in the references to "the Trustee" and concomitant changes in this Section 902 and Section 1009, or the deletion of this
proviso, in accordance with the requirements of Sections 609(b) and 901(11).


          It shall not be necessary for any Act of Holders under this Section 902
to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the
substance thereof.


          A supplemental indenture which changes or eliminates any covenant
or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series
of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other
provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.


          SECTION 903. Execution of Supplemental Indentures. In executing,
or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modification thereby
of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 612) shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted
by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.


          SECTION 904. Effect of Supplemental Indentures. Upon the
execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder and of any coupon appertaining thereto shall be bound thereby.


          SECTION 905. Conformity with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in
effect.


          SECTION 906. Reference in Securities to Supplemental Indentures.
Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article
may, and shall, if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion
of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated
and delivered by the Trustee in exchange for Outstanding Securities of such series.


ARTICLE TEN - COVENANTS


          SECTION 1001. Payment of Principal, Premium or Make-Whole Amount,
if any; and Interest. The Company covenants and agrees for the benefit of the Holders of each series of Securities that it
will duly and punctually pay the principal of (and premium or Make-Whole Amount, if any) and interest on the Securities of that
series in accordance with the terms of such series of Securities, any coupons appertaining thereto and this Indenture. Unless otherwise
specified as contemplated by Section 301 with respect to any series of Securities, any interest due on Bearer Securities on
or before Maturity shall be payable only upon presentation and surrender of the several coupons for such interest installments
as are evidenced thereby as they severally mature. Unless otherwise specified with respect to Securities of any series pursuant
to Section 301, at the option of the Company (upon written notice to the Trustee), all payments of principal may be paid by
check to the registered Holder of the Registered Security or other Person entitled thereto against surrender of such Security.


          SECTION 1002. Maintenance of Office or Agency. If Securities
of a series are issuable only as Registered Securities, the Company shall maintain in each Place of Payment for any series of Securities
an office or agency where Securities of that series may be presented or surrendered for payment or conversion, where Securities
of that series may be surrendered for registration of transfer or conversion or exchange and where notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a








43







    	 



    	 



    



series are issuable as Bearer Securities, the Company will maintain: (A) in the Borough of Manhattan, The City of New York,
an office or agency where any Registered Securities of that series may be presented or surrendered for payment or conversion, where
any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be
surrendered for conversion or exchange, where notices and demands to or upon the Company in respect of the Securities of that series
and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered
for payment or conversion in the circumstances described in the following paragraph (and not otherwise); (B) subject to any
laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office
or agency where Securities of that series and related coupons may be presented and surrendered for payment; provided, however,
that if the Securities of that series are listed on any stock exchange located outside the United States and such stock exchange
shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside
the United States, as the case may be, so long as the Securities of that series are listed on such exchange; and (C) subject
to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office
or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that
series may be surrendered for conversion or exchange and where notices and demands to or upon the Company in respect of the Securities
of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and
any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of that series and the related
coupons may be presented and surrendered for payment or conversion at the offices specified in the Security, in London, England,
and the Company hereby appoints the same as its agent to receive such respective presentations, surrenders, notices and demands,
and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands.


          Unless otherwise specified with respect to any Securities pursuant
to Section 301, no payment of principal, premium or Make-Whole Amount or interest on Bearer Securities shall be made at any
office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an
account maintained with a bank located in the United States; provided, however, that, if the Securities of a series
are payable in Dollars, payment of principal of and any premium or Make-Whole Amount and interest on any Bearer Security shall
be made at the office of the Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment
in Dollars of the full amount of such principal, premium or Make-Whole Amount, or interest, as the case may be, at all offices
or agencies outside the United States maintained for the purpose by the Company in accordance with this Indenture, is illegal or
effectively precluded by exchange controls or other similar restrictions.


          The Company may from time to time designate one or more other
offices or agencies (in or outside the Place of Payment) where the Securities of one or more series may be presented or surrendered
for any or all of such purposes, and may from time to time rescind such designations; provided, however, that no
such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance
with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice
to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless
otherwise specified with respect to any Securities pursuant to Section 301 with respect to a series of Securities, the Company
hereby designates as a Place of Payment for each series of Securities, each of (i) the office or agency of the Company in
the Borough of Manhattan, The City of New York, and (ii) the Corporate Trust Office of the Trustee (as Paying Agent); and
the Company hereby initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city; and the Company hereby
initially appoints as its agent to receive all such presentations, surrenders, notices and demands each of the Trustee, at its
Corporate Trust Office.


          Unless otherwise specified with respect to any Securities pursuant
to Section 301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may
be payable in a Foreign Currency, or so long as it is required under any other provision of the Indenture, then the Company will
maintain with respect to each such series of Securities, or as so required, at least one exchange rate agent (of which it shall
give written notice to the Trustee).


          SECTION 1003. Money for Securities Payments to Be Held in Trust.
If the Company shall at any time act as its own Paying Agent with respect to any series of any Securities and any related coupons,
it will, on or before








44







    	 



    	 



    



each due date of the principal of (and premium or Make-Whole Amount, if any), or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a sum in the currency or currencies, currency unit
or units or composite currency or currencies in which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series) sufficient to pay the principal (and premium or Make-Whole Amount,
if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided,
and will promptly notify the Trustee of its action or failure so to act.


          Whenever the Company shall have one or more Paying Agents for
any series of Securities and any related coupons, it will, on or before each due date of the principal of (and premium or Make-Whole
Amount, if any), or interest on any Securities of that series, deposit with a Paying Agent a sum (in the currency or currencies,
currency unit or units or composite currency or currencies described in the preceding paragraph) sufficient to pay the principal
(and premium or Make-Whole Amount, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or Make-Whole Amount, if any, or interest and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.


          The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee,
subject to the provisions of this Section, that such Paying Agent will


          (1) hold all sums held by it for the payment of principal of (and
premium or Make-Whole Amount, if any) or interest on Securities in trust for the benefit of the Persons entitled thereto until
such sums shall be paid to such Persons or otherwise disposed of as herein provided;


          (2) give the Trustee notice of any default by the Company (or
any other obligor upon the Securities) in the making of any such payment of principal (and premium or Make-Whole Amount, if any)
or interest on the Securities of that series; and


          (3) at any time during the continuance of any such default upon
the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.


          The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay,
to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts
as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with respect to such sums.


          Except as otherwise provided in the Securities of any series,
and subject to applicable laws, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust
for the payment of the principal of (and premium or Make-Whole Amount, if any) or interest on any Security of any series and remaining
unclaimed for two years after such principal (and premium or Make-Whole Amount, if any) or interest has become due and payable
shall be paid to the Company upon Company Request or (if then held by the Company) shall be discharged from such trust; and the
Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment of such principal
of (and premium or Make-Whole Amount, if any) or interest on any Security, without interest thereon, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at
the expense of the Company cause to be published once, in an Authorized Newspaper, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance
of such money then remaining will be repaid to the Company.


          SECTION 1004. Existence. Subject to Article Eight, the
Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence,
all material rights (by articles of incorporation, bylaws and statute) and material franchises; provided, however,
that the Company shall not be








45







    	 



    	 



    



required to preserve any such right or franchise if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company.


          SECTION 1005. Maintenance of Properties. The Company will
cause all of its material properties used or useful in the conduct of its business or the business of any Subsidiary to be maintained
and kept in good condition, repair and working order, normal wear and tear, casualty and condemnation excepted, and supplied with
all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof
(and the Company may take out of service for a period of time, any of its properties that have been condemned or suffered any loss
due to casualty in order to make such repairs, betterments and improvements), all as in the judgment of the Company may be necessary
so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided,
however, that the Company and its Subsidiaries shall not be prevented from (i) removing permanently any property that
has been condemned or suffered a loss due to casualty based on the Company's reasonable judgment that such removal is in the best
interest of the Company, or (ii) selling or otherwise disposing of their properties for value in the ordinary course of business.


          SECTION 1006. Insurance. The Company will cause each of
its and its Subsidiaries' insurable properties to be insured against loss or damage in an amount deemed reasonable by the Board
of Directors with insurers of recognized responsibility.


          SECTION 1007. Payment of Taxes and Other Claims. The Company
will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments
and governmental charges levied or imposed upon it or any Subsidiary or upon the income, profits or property of the Company or
any Subsidiary, and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon
the property of the Company or any Subsidiary; provided, however, that the Company shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings.


          SECTION 1008. Statement as to Compliance. The Company will
deliver to the Trustee, within 120 days after the end of each fiscal year, a brief certificate from the principal executive officer,
principal financial officer or principal accounting officer as to his or her knowledge of the Company's compliance with all conditions
and covenants under this Indenture and, in the event of any noncompliance, specifying such noncompliance and the nature and status
thereof. For purposes of this Section 1008, such compliance shall be determined without regard to any period of grace or requirement
of notice under this Indenture.


          SECTION 1009. Waiver of Certain Covenants. The Company
may omit in any particular instance to comply with any term, provision or condition set forth in Sections 1004 to 1008, inclusive,
if before or after the time for such compliance the Holders of at least a majority in principal amount of all outstanding Securities
of such series, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such covenant
or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.


ARTICLE ELEVEN - REDEMPTION OF SECURITIES


          SECTION 1101. Applicability of Article. Securities of any
series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 301 for Securities of any series) in accordance with this Article.


          SECTION 1102. Election to Redeem; Notice to Trustee. The
election of the Company to redeem any Securities shall be evidenced by or pursuant to a Board Resolution. In case of any redemption
at the election of the Company of less than all of the Securities of any series, the Company shall, at least 45 days prior to the
giving of the notice of redemption in Section 1104 (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee of such Redemption Date and of the principal amount of Securities of such series to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities
or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with
such restriction.


46







    	 



    	 



    

 


          SECTION 1103. Selection by Trustee of Securities to Be Redeemed.
If less than all the Securities of any series issued on the same day with the same terms are to be redeemed, the particular Securities
to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities
of such series issued on such date with the same terms not previously called for redemption, by such method as the Trustee shall
deem fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination
for Securities of that series or any integral multiple thereof) of the principal amount of Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of that series.


          The Trustee shall promptly notify the Company and the Security
Registrar (if other than itself) in writing of the Securities selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed.


          For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed
only in part, to the portion of the principal amount of such Security which has been or is to be redeemed.


          SECTION 1104. Notice of Redemption. Notice of redemption
shall be given in the manner provided in Section 106, not less than 30 days nor more than 60 days prior to the Redemption
Date, unless a shorter period is specified by the terms of such series established pursuant to Section 301, to each Holder
of Securities to be redeemed, but failure to give such notice in the manner herein provided to the Holder of any Security designated
for redemption as a whole or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings
for the redemption of any other such Security or portion thereof.


          Any notice that is mailed to the Holders of Registered Securities
in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice.


          All notices of redemption shall state:


          (1) the Redemption Date,


          (2) the Redemption Price, accrued interest to the Redemption Date
payable as provided in Section 1106, if any,


          (3) if less than all Outstanding Securities of any series are
to be redeemed, the identification (and, in the case of partial redemption, the principal amount) of the particular Security or
Securities to be redeemed,


          (4) in case any Security is to be redeemed in part only, the notice
which relates to such Security shall state that on and after the Redemption Date, upon surrender of such Security, the holder will
receive, without a charge, a new Security or Securities of authorized denominations for the principal amount thereof remaining
unredeemed,


          (5) that on the Redemption Date the Redemption Price and accrued
interest to the Redemption Date payable as provided in Section 1106, if any, will become due and payable upon each such Security,
or the portion thereof, to be redeemed and, if applicable, that interest thereon shall cease to accrue on and after said date,


          (6) the Place or Places of Payment where such Securities, together
in the case of Bearer Securities with all coupons appertaining thereto, if any, maturing after the Redemption Date, are to be surrendered
for payment of the Redemption Price and accrued interest, if any, or for conversion,


          (7) that the redemption is for a sinking fund, if such is the
case,


          (8) that, unless otherwise specified in such notice, Bearer Securities
of any series, if any, surrendered for redemption must be accompanied by all coupons maturing subsequent to the date fixed for
redemption or the amount of any such missing coupon or coupons will be deducted from the Redemption Price, unless security or indemnity
satisfactory to the Company, the Trustee for such series and any Paying Agent is furnished,


47







    	 



    	 



    

 


          (9) if Bearer Securities of any series are to be redeemed and
any Registered Securities of such series are not to be redeemed, and if such Bearer Securities may be exchanged for Registered
Securities not subject to redemption on this Redemption Date pursuant to Section 305 or otherwise, the last date, as determined
by the Company, on which such exchanges may be made,


          (10) the CUSIP number of such Security, if any, and


          (11) if applicable, that a Holder of Securities who desires to
convert Securities for redemption must satisfy the requirements for conversion contained in such Securities, the then existing
conversion price or rate, the place or places where such Securities may be surrendered for conversion, and the date and time when
the option to convert shall expire.


          Notice of redemption of Securities to be redeemed at the election
of the Company shall be given by the Company or, at the Company's request, by the Trustee in the name and at the expense of the
Company.


          SECTION 1105. Deposit of Redemption Price. On or prior
to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its
own Paying Agent, which it may not do in the case of a sinking fund payment under Article Twelve, segregate and hold in trust as
provided in Section 1003) an amount of money in the currency or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) sufficient to pay on the Redemption Date the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities or portions thereof which are to be redeemed on that
date.


          If any Securities called for redemption are converted, any money
deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Security shall
be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.


          SECTION 1106. Securities Payable on Redemption Date. Notice
of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable
at the Redemption Price therein specified in the currency or currencies, currency unit or units or composite currency or currencies
in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities
of such series) (together with accrued interest, if any, to the Redemption Date), and from and after such date (unless the Company
shall default in the payment of the Redemption Price and accrued interest) such Securities shall, if the same were interest-bearing,
cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the
extent provided below, shall be void. Upon surrender of any such Security for redemption in accordance with said notice, together
with all coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be paid by the Company at
the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided, however, that installments
of interest on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only at an office
or agency located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified
as contemplated by Section 301, only upon presentation and surrender of coupons for such interest; and provided further
that except as otherwise provided with respect to Securities convertible into the Company's Common Stock or Preferred Stock, installments
of interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 307.


          If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such Security may be paid after deducting from the Redemption
Price an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be
waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent
any such missing coupon in respect of which a deduction shall have been made from the Redemption Price, such Holder shall be entitled
to receive the amount so deducted; provided,








48







    	 



    	 



    



however, that interest represented by coupons shall be payable only at an office or agency located outside the United States
(except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of those coupons.


          If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium or Make-Whole Amount, if any) shall, until paid, bear interest from
the Redemption Date at the rate borne by the Security.


          SECTION 1107. Securities Redeemed in Part. Any Registered
Security which is to be redeemed only in part (pursuant to the provisions of this Article or of Article Twelve) shall be surrendered
at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized
in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security without
service charge a new Security or Securities of the same series, of any authorized denomination as requested by such Holder in aggregate
principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. If a Global
Security is so surrendered, the Company shall execute and the Trustee shall authenticate and deliver to the depositary, without
service charge, a new Global Security in a denomination equal to and in exchange for the unredeemed portion of the principal of
the Global Security so surrendered.


ARTICLE TWELVE - SINKING FUNDS


          SECTION 1201. Applicability of Article. The provisions
of this Article shall be applicable to any sinking fund for the retirement of Securities of a series except as otherwise specified
as contemplated by Section 301 for Securities of such series.


          The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "mandatory sinking fund payment," and any payment in excess of
such minimum amount provided for by the terms of such Securities of any series is herein referred to as an "optional sinking fund
payment." If provided for by the terms of any Securities of any series, the cash amount of any mandatory sinking fund payment may
be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities
of any series as provided for by the terms of Securities of such series.


          SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.
The Company may, in satisfaction of all or any part of any mandatory sinking fund payment with respect to the Securities of a series,
(1) deliver Outstanding Securities of such series (other than any previously called for redemption) together in the case of
any Bearer Securities of such series with all unmatured coupons appertaining thereto and (2) apply as a credit Securities
of such series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through
the application of permitted optional sinking fund payments pursuant to the terms of such Securities, as provided for by the terms
of such Securities, or which have otherwise been acquired by the Company; provided that such Securities so delivered or
applied as a credit have not been previously so credited. Such Securities shall be received and credited for such purpose by the
Trustee at the applicable Redemption Price specified in such Securities for redemption through operation of the sinking fund and
the amount of such mandatory sinking fund payment shall be reduced accordingly.


          SECTION 1203. Redemption of Securities for Sinking Fund.
Not less than 60 days prior to each sinking fund payment date for Securities of any series, the Company will deliver to the Trustee
an Officers' Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash in the currency or currencies, currency
unit or units or composite currency or currencies in which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series) and the portion thereof, if any, which is to be satisfied by delivering
and crediting Securities of that series pursuant to Section 1202, and the optional amount, if any, to be added in cash to
the next ensuing mandatory sinking fund payment, and will also deliver to the Trustee any Securities to be so delivered and credited.
If such Officers' Certificate shall specify an optional amount to be added in cash to the next ensuing mandatory sinking fund payment,
the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days before each such sinking fund
payment date the Trustee








49







    	 



    	 



    



shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and
cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104.
Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in
Sections 1106 and 1107.


ARTICLE THIRTEEN - REPAYMENT AT THE OPTION OF HOLDERS


          SECTION 1301. Applicability of Article. Repayment of Securities
of any series before their Stated Maturity at the option of Holders thereof shall be made in accordance with the terms of such
Securities, if any, and (except as otherwise specified by the terms of such series established pursuant to Section 301) in
accordance with this Article.


          SECTION 1302. Repayment of Securities. Securities of any
series subject to repayment in whole or in part at the option of the Holders thereof will, unless otherwise provided in the terms
of such Securities, be repaid at a price equal to the principal amount thereof, together with interest, if any, thereon accrued
to the Repayment Date specified in or pursuant to the terms of such Securities. The Company covenants that on or prior to the Repayment
Date it will deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and
hold in trust as provided in Section 1003) an amount of money in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301
for the Securities of such series) sufficient to pay the principal (or, if so provided by the terms of the Securities of any series,
a percentage of the principal) of, and (except if the Repayment Date shall be an Interest Payment Date) accrued interest on, all
the Securities or portions thereof, as the case may be, to be repaid on such date.


          SECTION 1303. Exercise of Option. Securities of any series
subject to repayment at the option of the Holders thereof will contain an "Option to Elect Repayment" form on the reverse of such
Securities. In order for any Security to be repaid at the option of the Holder, the Trustee must receive at the Place of Payment
therefor specified in the terms of such Security (or at such other place or places of which the Company shall from time to time
notify the Holders of such Securities) not earlier than 60 days nor later than 30 days prior to the Repayment Date (1) the
Security so providing for such repayment together with the "Option to Elect Repayment" form on the reverse thereof duly completed
by the Holder (or by the Holder's attorney duly authorized in writing) or (2) a telegram, telex, facsimile transmission or
a letter from a member of a national securities exchange, or the FINRA, or a commercial bank or trust company in the United States
setting forth the name of the Holder of the Security, the principal amount of the Security, the principal amount of the Security
to be repaid, the CUSIP number, if any, or a description of the tenor and terms of the Security, a statement that the option to
elect repayment is being exercised thereby and a guarantee that the Security to be repaid, together with the duly completed form
entitled "Option to Elect Repayment" on the reverse of the Security, will be received by the Trustee not later than the fifth Business
Day after the date of such telegram, telex, facsimile transmission or letter; provided, however, that such telegram,
telex, facsimile transmission or letter shall only be effective if such Security and form duly completed are received by the Trustee
by such fifth Business Day. If less than the entire principal amount of such Security is to be repaid in accordance with the terms
of such Security, the principal amount of such Security to be repaid, in increments of the minimum denomination for Securities
of such series, and the denomination or denominations of the Security or Securities to be issued to the Holder for the portion
of the principal amount of such Security surrendered that is not to be repaid, must be specified. The principal amount of any Security
providing for repayment at the option of the Holder thereof may not be repaid in part if, following such repayment, the unpaid
principal amount of such Security would be less than the minimum authorized denomination of Securities of the series of which such
Security to be repaid is a part. Except as otherwise may be provided by the terms of any Security providing for repayment at the
option of the Holder thereof, exercise of the repayment option by the Holder shall be irrevocable unless waived by the Company.


          SECTION 1304. When Securities Presented for Repayment Become
Due and Payable. If Securities of any series providing for repayment at the option of the Holders thereof shall have been surrendered
as provided in this Article and as provided by or pursuant to the terms of such Securities, such Securities or the portions thereof,
as the case may be, to be repaid shall become due and payable and shall be paid by the Company on the Repayment Date therein specified,
and on and after such Repayment Date (unless the Company shall default in the payment of such Securities on such Repayment Date)
such Securities shall, if the same were interest-bearing, cease to bear interest








50







    	 



    	 



    



and the coupons for such interest appertaining to any Bearer Securities so to be repaid, except to the extent provided below, shall
be void. Upon surrender of any such Security for repayment in accordance with such provisions, together with all coupons, if any,
appertaining thereto maturing after the Repayment Date, the principal amount of such Security so to be repaid shall be paid by
the Company, together with accrued interest, if any, to the Repayment Date; provided, however, that coupons whose
Stated Maturity is on or prior to the Repayment Date shall be payable only at an office or agency located outside the United States
(except as otherwise provided in Section 1002) and, unless otherwise specified pursuant to Section 301, only upon presentation
and surrender of such coupons; and provided further that, in the case of Registered Securities, installments of interest, if any,
whose Stated Maturity is on or prior to the Repayment Date shall be payable (but without interest thereon, unless the Company shall
default in the payment thereof) to the Holders of such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Record Dates according to their terms and the provisions of Section 307.


          If any Bearer Security surrendered for repayment shall not be
accompanied by all appurtenant coupons maturing after the Repayment Date, such Security may be paid after deducting from the amount
payable therefor as provided in Section 1302 an amount equal to the face amount of all such missing coupons, or the surrender
of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender
to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been made as provided in
the preceding sentence, such Holder shall be entitled to receive the amount so deducted; provided, however, that
interest represented by coupons shall be payable only at an office or agency located outside the United States (except as otherwise
provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation and
surrender of those coupons.


          If the principal amount of any Security surrendered for repayment
shall not be so repaid upon surrender thereof, such principal amount (together with interest, if any, thereon accrued to such Repayment
Date) shall, until paid, bear interest from the Repayment Date at the rate of interest or Yield to Maturity (in the case of Original
Issue Discount Securities) set forth in such Security.


          SECTION 1305. Securities Repaid in Part. Upon surrender
of any Registered Security which is to be repaid in part only, the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security, without service charge and at the expense of the Company, a new Registered Security or
Securities of the same series, of any authorized denomination specified by the Holder, in an aggregate principal amount equal to
and in exchange for the portion of the principal of such Security so surrendered which is not to be repaid.


ARTICLE FOURTEEN - DEFEASANCE AND COVENANT DEFEASANCE


          SECTION 1401. Applicability of Article; Company's Option to
Effect Defeasance or Covenant Defeasance. If, pursuant to Section 301, provision is made for either or both of (a) Defeasance
of the Securities of or within a series under Section 1402 or (b) Covenant Defeasance of the Securities of or within
a series under Section 1403, then the provisions of such Section or Sections, as the case may be, together with the other
provisions of this Article (with such modifications thereto as may be specified pursuant to Section 301 with respect to any
Securities), shall be applicable to such Securities and any coupons appertaining thereto, and the Company may at its option by
Board Resolution, at any time, with respect to such Securities and any coupons appertaining thereto, elect to have Section 1402
(if applicable) or Section 1403 (if applicable) be applied to such Outstanding Securities and any coupons appertaining thereto
upon compliance with the conditions set forth below in this Article.


          SECTION 1402. Defeasance and Discharge. Upon the Company's
exercise of the above option applicable to this Section with respect to any Securities of or within a series, the Company shall
be deemed to have been discharged from its obligations with respect to such Outstanding Securities and any coupons appertaining
thereto on the date the conditions set forth in Section 1404 are satisfied (hereinafter, "Defeasance"). For this purpose,
such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such
Outstanding Securities and any coupons appertaining thereto, which shall thereafter be deemed to be "Outstanding" only for the
purposes of Section 1405 and the other Sections of this Indenture referred to in clauses (A) and (B) below, and
to have satisfied all of its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar
as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging the








51







    	 



    	 



    



same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of
Holders of such Outstanding Securities and any coupons appertaining thereto to receive, solely from the trust fund described in
Section 1404 and as more fully set forth in such Section, payments in respect of the principal of (and premium or Make-Whole
Amount, if any) and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due, (B) the
Company's obligations with respect to such Securities under Sections 305, 306, 1002 and 1003, and the Company's obligations under
Section 606 hereof (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article.
Subject to compliance with this Article Fourteen, the Company may exercise its option under this Section notwithstanding the prior
exercise of its option under Section 1403 with respect to such Securities and any coupons appertaining thereto.


          SECTION 1403. Covenant Defeasance. Upon the Company's exercise
of the above option applicable to this Section with respect to any Securities of or within a series, the Company shall be released
from its obligations under Sections 1004 to 1009, inclusive, and, if specified pursuant to Section 301, its obligations under
any other covenant contained herein or in any indenture supplemental hereto, with respect to such Outstanding Securities and any
coupons appertaining thereto on and after the date the conditions set forth in Section 1404 are satisfied (hereinafter, "Covenant
Defeasance"), and such Securities and any coupons appertaining thereto shall thereafter be deemed to be not "Outstanding" for the
purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection
with Sections 1004 to 1009, inclusive, or such other covenant, but shall continue to be deemed "Outstanding" for all other purposes
hereunder. For this purpose, such Covenant Defeasance means that, with respect to such Outstanding Securities and any coupons appertaining
thereto, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth
in any such Section or such other covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any
such Section or such other covenant or by reason of reference in any such Section or such other covenant to any other provision
herein or in any other document and such omission to comply shall not constitute a default or an Event of Default under Section 501(4)
or 501(8) or otherwise, as the case may be, but, except as specified above, the remainder of this Indenture and such Securities
and any coupons appertaining thereto shall be unaffected thereby.


          SECTION 1404. Conditions to Defeasance or Covenant Defeasance.
The following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of
or within a series and any coupons appertaining thereto:


          (a) The Company shall irrevocably have deposited or caused to
be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with
the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any coupons appertaining
thereto, (1) an amount in such currency, currencies or currency unit in which such Securities and any coupons appertaining
thereto are then specified as payable at Stated Maturity, or (2) Government Obligations applicable to such Securities and
coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and
coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal
and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment of principal
of (and premium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money
in an amount, or (3) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment
of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other
qualifying trustee) to pay and discharge, (i) the principal of (and premium or Make-Whole Amount, if any) and interest, if
any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment
of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding
Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms
of this Indenture and of such Securities and any coupons appertaining thereto.


          (b) Such Defeasance or Covenant Defeasance shall not result in
a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which
the Company is a party or by which it is bound.


52







    	 



    	 



    

 


          (c) No Event of Default or event which with notice or lapse of
time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto shall have occurred
and be continuing on the date of such deposit or, insofar as Sections 501(6) and 501(7) are concerned, at any time during the period
ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until
the expiration of such period).


          (d) In the case of an election under Section 1402, the Company
shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been
a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm
that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for
Federal income tax purposes as a result of such Defeasance and will be subject to Federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such Defeasance had not occurred.


          (e) In the case of an election under Section 1403, the Company
shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any
coupons appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant
Defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have
been the case if such Covenant Defeasance had not occurred.


          (f) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions precedent to the Defeasance under Section 1402 or
the Covenant Defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect
that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Company's option
under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act
of 1940, as amended, by the Company, with respect to the trust funds representing such deposit or by the Trustee for such trust
funds or (ii) all necessary registrations under said Act have been effected.


          (g) Notwithstanding any other provisions of this Section, such
Defeasance or Covenant Defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations
which may be imposed on the Company in connection therewith pursuant to Section 301.


          (h) The payment of amounts payable to the Trustee pursuant to
this Indenture shall be paid or provided for to the reasonable satisfaction of the Trustee.


          SECTION 1405. Deposited Money and Government Obligations to
Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all
money and Government Obligations (or other property as may be provided pursuant to Section 301) (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1405, the "Trustee") pursuant
to Section 1404 in respect of any Outstanding Securities of any series and any coupons appertaining thereto shall be held
in trust and applied by the Trustee, in accordance with the provisions of such Securities and any coupons appertaining thereto
and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Holders of such Securities and any coupons appertaining thereto of all sums due and
to become due thereon in respect of principal (and premium or Make-Whole Amount, if any) and interest, but such money need not
be segregated from other funds except to the extent required by law.


          Unless otherwise specified with respect to any Security pursuant
to Section 301, if, after a deposit referred to in Section 1404(a) has been made, (a) the Holder of a Security in
respect of which such deposit was made is entitled to, and does, elect pursuant to Section 301 or the terms of such Security
to receive payment in a currency or currency unit other than that in which the deposit pursuant to Section 1404(a) has been
made in respect of such Security, or (b) a Conversion Event occurs in respect of the currency or currency unit in which the
deposit pursuant to Section 1404(a) has been made, the indebtedness represented by such Security and any coupons appertaining
thereto shall be deemed to have been, and will be, fully discharged and satisfied through the payment of the








53







    	 



    	 



    



principal of (and premium or Make-Whole Amount, if any), and interest, if any, on such Security as the same becomes due out of
the proceeds yielded by converting (from time to time as specified below in the case of any such election) the amount or other
property deposited in respect of such Security into the currency or currency unit in which such Security becomes payable as a result
of such election or Conversion Event based on the applicable market exchange rate for such currency or currency unit in effect
on the second Business Day prior to each payment date, except, with respect to a Conversion Event, for such currency or currency
unit in effect (as nearly as feasible) at the time of the Conversion Event.


          The Company shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the Government Obligations deposited pursuant to Section 1404 or the principal
and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders
of such Outstanding Securities and any coupons appertaining thereto.


          Anything in this Article to the contrary notwithstanding, subject
to Section 606, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or Government
Obligations (or other property and any proceeds therefrom) held by it as provided in Section 1404 which, in the opinion of
a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee,
are in excess of the amount thereof which would then be required to be deposited to effect a Defeasance or Covenant Defeasance,
as applicable, in accordance with this Article.


ARTICLE FIFTEEN - MEETINGS OF HOLDERS OF SECURITIES


          SECTION 1501. Purposes for Which Meetings May Be Called.
A meeting of Holders of Securities of any series may be called at any time and from time to time pursuant to this Article to make,
give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture
to be made, given or taken by Holders of Securities of such series.


          SECTION 1502. Call, Notice and Place of Meetings.


          (a) The Trustee may at any time call a meeting of Holders of Securities
of any series for any purpose specified in Section 1501, to be held at such time and at such place as the Trustee shall determine.
Notice of every meeting of Holders of Securities of any series, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given, in the manner provided in Section 106, not less than
20 nor more than 180 days prior to the date fixed for the meeting.


          (b) In case at any time the Company, pursuant to a Board Resolution,
or the Holders of at least 25% in principal amount of the Outstanding Securities of any series shall have requested the Trustee
to call a meeting of the Holders of Securities of such series for any purpose specified in Section 1501, by written request
setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have made the first
publication of the notice of such meeting within 20 days after receipt of such request or shall not thereafter proceed to cause
the meeting to be held as provided herein, then the Company or the Holders of Securities of such series in the amount above specified,
as the case may be, may determine the time and the place for such meeting and may call such meeting for such purposes by giving
notice thereof as provided in subsection (a) of this Section.


          SECTION 1503. Persons Entitled to Vote at Meetings. To
be entitled to vote at any meeting of Holders of Securities of any series, a Person shall be (1) a Holder of one or more Outstanding
Securities of such series, or (2) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or
more Outstanding Securities of such series by such Holder or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons entitled to vote at such meeting and their counsel,
any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.


          SECTION 1504. Quorum; Action. The Persons entitled to vote
a majority in principal amount of the Outstanding Securities of a series shall constitute a quorum for a meeting of Holders of
Securities of such series; provided, however, that if any action is to be taken at such meeting with respect to a
consent or waiver which this Indenture expressly provides may be given by the Holders of not less than a specified percentage in
principal amount of the Outstanding Securities of a series, the Persons entitled to vote such specified percentage in principal








54







    	 



    	 



    



amount of the Outstanding Securities of such series shall constitute a quorum. In the absence of a quorum within 30 minutes after
the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such series,
be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman
of the meeting prior to the adjournment of such meeting. In the absence of a quorum at the reconvening of any such adjourned meeting,
such adjourned meeting may be further adjourned for a period of not less than 10 days; at the reconvening of any meeting adjourned
or further adjourned for lack of a quorum, the Persons entitled to vote 25% in aggregate principal amount of the then Outstanding
Securities shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in Section 1502(a), except that such notice need be given
only once not less than five days prior to the date on which the meeting is scheduled to be reconvened.


          Except as limited by the proviso to Section 902, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the affirmative
vote of the Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities represented at such
meeting; provided, however, that, except as limited by the proviso to Section 902, any resolution with respect
to any request, demand, authorization, direction, notice, consent, waiver or other action which this Indenture expressly provides
may be made, given or taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is
present as aforesaid by the affirmative vote of the Holders of such specified percentage in principal amount of the Outstanding
Securities of that series.


          Any resolution passed or decision taken at any meeting of Holders
of Securities of any series duly held in accordance with this Section shall be binding on all the Holders of Securities of such
series and the related coupons, whether or not present or represented at the meeting.


          Notwithstanding the foregoing provisions of this Section 1504,
if any action is to be taken at a meeting of Holders of Securities of any series with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action that this Indenture expressly provides may be made, given or taken by the Holders
of a specified percentage in principal amount of all Outstanding Securities affected thereby, or of the Holders of such series
and one or more additional series:


          (i) there shall be no minimum quorum requirement for such meeting;
and


          (ii) the principal amount of the Outstanding Securities of such
series that vote in favor of such request, demand, authorization, direction, notice, consent, waiver or other action shall be taken
into account in determining whether such request, demand, authorization, direction, notice, consent, waiver or other action has
been made, given or taken under this Indenture.


          SECTION 1505. Determination of Voting Rights; Conduct and Adjournment
of Meetings.


          (a) Notwithstanding any provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities of a series in regard to
proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties
of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such
other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by
any such regulations, the holding of Securities shall be proved in the manner specified in Section 104 and the appointment
of any proxy shall be proved in the manner specified in Section 104 or by having the signature of the Person executing the
proxy witnessed or guaranteed by any trust company, bank or banker authorized by Section 104 to certify to the holding of
Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 104 or other proof.


          (b) The Trustee shall, by an instrument in writing appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 1502(b),
in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be








55







    	 



    	 



    



elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented
at the meeting.


          (c) At any meeting each Holder of a Security of such series or
proxy shall be entitled to one vote for each $1,000 principal amount of the Outstanding Securities of such series held or represented
by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged
as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right
to vote, except as a Holder of a Security of such series or proxy.


          (d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 1502 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority
in principal amount of the Outstanding Securities of such series represented at the meeting, and the meeting may be held as so
adjourned without further notice.


          SECTION 1506. Counting Votes and Recording Action of Meetings.
The vote upon any resolution submitted to any meeting of Holders of Securities of any series shall be by written ballots on which
shall be subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal
amounts and serial numbers of the Outstanding Securities of such series held or represented by them. The permanent chairman of
the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and
who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the
meeting. A record, at least in duplicate, of the proceedings of each meeting of Holders of Securities of any Series shall be prepared
by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having knowledge of the fact, setting forth a copy of the notice
of the meeting and showing that said notice was given as provided in Section 1502 and, if applicable, Section 1504. Each
copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall
be delivered to the Company and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the
ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.


ARTICLE SIXTEEN - SUBORDINATION OF SECURITIES


          SECTION 1601. Agreement to Subordinate. Notwithstanding
anything in this Indenture to the contrary (other than Article Four of this Indenture), the Company covenants and agrees,
and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner
hereinafter set forth in this Article, the Indebtedness represented by the Securities and the payment of any Obligations with respect
to each and all of the Securities are hereby expressly made subordinate and subject in right of payment to the prior payment in
full of all Senior Indebtedness.


          SECTION 1602. Payment Over of Proceeds upon Dissolution, Etc.
In the event of (a) any insolvency or bankruptcy case or Proceeding, or any receivership, liquidation, reorganization or other
similar case or Proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or
(b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities
of the Company, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes
referred to as a "Proceeding")


          (1) the holders of Senior Indebtedness shall first be entitled
to receive payment in full of all Obligations due or to become due on or in respect of all Senior Indebtedness, or provision shall
be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness,
before the Holders of the Securities are entitled to receive any payment or distribution on account of principal of or premium,
if any, or interest on or other Obligations in respect of the Securities or on account of any purchase, redemption or other acquisition
of Securities by the Company or any Subsidiary (individually and collectively, a "Securities Payment"), and


56







    	 



    	 



    

 


          (2) any payment or distribution of assets of the Company of any
kind or character, whether in cash, property or securities (other than Capital Stock or securities of the Company as reorganized
or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment,
the payment of which is subordinate, at least to the extent provided in this Article Sixteen with respect to the Securities,
to the payment in full, without diminution or modification by such plan, of all Senior Indebtedness), to which the Holders would
be entitled except for the provisions of this Article Sixteen, shall be paid by the liquidating trustee or agent or other
person making such a payment or distribution, directly to the holders of Senior Indebtedness) (or their representative(s) or trustee(s)
acting on their behalf), ratably according to the aggregate amounts remaining unpaid on account of the principal of or interest
on and other amounts due on the Senior Indebtedness held or represented by each, to the extent necessary to make payment in full
of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such
Senior Indebtedness.


          In the event that, notwithstanding the foregoing provisions of
this Section 1602, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of
the Company of any kind or character, whether in cash, property or securities (other than Capital Stock or securities of the Company
as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or
readjustment, the payment of which is subordinate, at least to the extent provided in this Article with respect to the Securities,
to the payment in full, without diminution or modification by such plan, of Senior Indebtedness), before all Senior Indebtedness
is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders
of Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of, and be paid over to, the holders
of the Senior Indebtedness remaining unpaid (or their representative(s) or trustee(s) acting on their behalf), ratably as aforesaid,
for application to the payment of such Senior Indebtedness until such Senior Indebtedness shall have been paid in full, after giving
effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.


          The consolidation of the Company with, or the merger of the Company
into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially
all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight shall
not be deemed a Proceeding for the purposes of this Section 1602 if the Person formed by such consolidation or into which
the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the
case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article
Eight.


          SECTION 1603. No Payment When Senior Indebtedness in Default.
Anything in this Indenture to the contrary notwithstanding, no payment on account of principal of or redemption of, interest on
or other amounts due on the Securities, and no redemption, purchase, or other acquisition of the Securities, shall be made by or
on behalf of the Company (i) unless full payment of amounts then due for principal and interest and of all other obligations
then due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior
Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving
effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is
issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount
of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase
or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their
representative or representatives (a "Payment Blockage Notice") that there exists under such Senior Indebtedness, or any agreement
pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting
the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the "Payment
Blockage Period") commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice
given to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which such event of default
shall have been cured or waived or (B) 180 days from the receipt of the Payment Blockage Notice. Upon termination of a Payment
Blockage Period, payments on account of principal of or interest on the Securities and redemptions, purchases or other acquisitions
may be made by or on behalf of the Company. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage
Notice may be given during any period of 360 consecutive days with respect to the same event of default and any other events of
default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice
and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of








57







    	 



    	 



    



Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default
which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of
Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived.


          In the event that, notwithstanding the provisions of this Section 1603,
payments are made by or on behalf of the Company in contravention of the provisions of this Section 1603, such payments shall
be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and shall be paid over to
and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement
(if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests
may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior
Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness.


          The provisions of this Section shall not apply to any payment
with respect to which Section 1602 would be applicable.


          SECTION 1604. Reliance by Senior Indebtedness on Subordination
Provisions. Each Holder of any Security by his acceptance thereof acknowledges and agrees that the foregoing subordination
provisions are, and are intended to be, an inducement and a consideration for each holder of any Senior Indebtedness, whether such
Senior Indebtedness was created or acquired before or after the issuance of the Securities, to acquire and continue to hold, or
to continue to hold, such Senior Indebtedness, and such holder of Senior Indebtedness shall be deemed conclusively to have relied
on such subordination provisions in acquiring and continuing to hold or in continuing to hold such Senior Indebtedness.


          SECTION 1605. Subrogation to Rights of Holders of Senior Indebtedness.
Subject to the payment in full of all Obligations due or to become due on or in respect of Senior Indebtedness, or the provision
for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the Holders
of the Securities shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness
pursuant to the provisions of this Article Sixteen to the rights of the holders of such Senior Indebtedness to receive payments
and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of and premium, if
any, and interest on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the
holders of the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee would
be entitled except for the provisions of this Article Sixteen, and no payments over pursuant to the provisions of this Article Sixteen
to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other
than holders of Senior Indebtedness and the Holders of the Securities, be deemed to be a payment or distribution by the Company
to or on account of the Senior Indebtedness.


          SECTION 1606. Provisions Solely to Define Relative Rights.
The provisions of this Article Sixteen are and are intended solely for the purpose of defining the relative rights of the
Holders of the Securities on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article
or elsewhere in this Indenture or in the Securities is intended to or shall (a) impair, as among the Company, its creditors
other than holders of Senior Indebtedness and the Holders of the Securities, the obligation of the Company, which is absolute and
unconditional (and which, subject to the rights under this Article Sixteen of the holders of Senior Indebtedness, is intended
to rank equally with all other general obligations of the Company), to pay to the Holders of the Securities the principal of and
premium, if any, and interest on the Securities as and when the same shall become due and payable in accordance with their terms;
or (b) affect the relative rights against the Company of the Holders of the Securities and creditors of the Company other
than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the
holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such
Holder.


          SECTION 1607. Trustee to Effectuate Subordination. Each
Holder of a Security by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary
or appropriate to effectuate, as between the Holders of the Securities and the holders of Senior Indebtedness, the subordination
provided in this








58







    	 



    	 



    



Article Sixteen and appoints the Trustee his attorney-in-fact for any and all such purposes, including, in the event of any
dissolution, winding up or liquidation or reorganization under any applicable bankruptcy law of the Company (whether in bankruptcy,
insolvency or receivership Proceedings or otherwise), the timely filing of a claim for the unpaid balance of such Holder's Securities
in the form required in such Proceedings and the causing of such claim to be approved. If the Trustee does not file a claim or
proof of debt in the form required in such Proceedings prior to 30 days before the expiration of the time to file such claims or
proofs, then the holders of Senior Indebtedness, jointly, or their representatives shall have the right to file an appropriate
claim for and on behalf of the Holders and to demand, sue for, collect, receive and receipt for the payments and distributions
in respect of the Securities which are required to be paid or delivered to the holders of Senior Indebtedness as provided in this
Article Sixteen and to take all such other action in the name of the Holders or otherwise, as such holder of Senior Indebtedness
or representative thereof may determine to be necessary or appropriate for the enforcement of the provisions of this Article Sixteen.


          SECTION 1608. No Waiver of Subordination Provisions. No
right of any present or future holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time
in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in
good faith, by any such holder or any representative or trustee therefor, or by any non-compliance by the Company with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged
with.


          Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness may, at any time from time to time, without the consent of or notice to the Trustee or the Holders
of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination
provided in this Article Sixteen or the obligations hereunder of the Holders of the Securities to the holders of Senior Indebtedness,
do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or
renew or alter, Senior Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness or any instrument evidencing
the same or any agreement under which Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing Senior Indebtedness; (iii) release any Person liable in any manner for
the collection of Senior Indebtedness and settle or compromise Senior Indebtedness (which, to the extent so settled and compromised,
shall be deemed to have been paid in full for all purposes hereof); (iv) apply any amounts received to any liability of the
Company owing to holders of Senior Indebtedness; and (v) exercise or refrain from exercising any rights against the Company
and any other Person.


          SECTION 1609. Notice to Trustee. The Company shall give
prompt written notice to the Trustee of any default or event of default with respect to any Senior Indebtedness or of any fact
known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant
to the provisions of this Article Sixteen. Notwithstanding the provisions of this Article Sixteen or any other provision
of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making
of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice
thereof from the Company or a holder of Senior Indebtedness or from any representative or trustee acting on their behalf; and,
prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 612, shall be entitled
in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received
the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money
may become payable for any purpose (including, without limitation, the payment of the principal of and premium, if any, or interest
on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority
to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice
to the contrary which may be received by it within three Business Days prior to such date. Nothing contained in this Article Sixteen
or any other Article of this Indenture or in any of the Securities shall prevent (a) the Company, at any time except during
the pendency of any Proceeding, or under the conditions described in Section 1603, from making payments at any time in respect
of the Securities, or (b) the application by the Trustee of any money deposited with it hereunder to the payment of or on
account of the Securities, or the retention thereof by any Holder, if the Trustee did not have notice, as provided in this Section 1609,
that such payment would have been prohibited by the provisions of this Article Sixteen.


59







    	 



    	 



    

 


          Subject to the provisions of Section 612, the Trustee shall
be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness
(or a representative or trustee therefor) to establish that such notice has been given by a holder of Senior Indebtedness (or a
trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the
right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article Sixteen,
the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and
any other facts pertinent to the rights of such Person under this Article Sixteen, and if such evidence is not furnished,
the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such
payment.


          SECTION 1610. Reliance on Judicial Order or Certificate of
Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article Sixteen, the
Trustee, subject to the provisions of Section 612, and the Holders of the Securities shall be entitled to rely upon any order
or decree entered by any court of competent jurisdiction in which any Proceeding is pending, or a certificate of the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such
payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons
entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and other indebtedness of the Company,
the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto
or to this Article.


          SECTION 1611. Trustee Not Fiduciary for Holders of Senior Indebtedness.
The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness. Nothing contained in this Article Sixteen
or elsewhere in this Indenture, or in any of the Securities, shall prevent the application by the Trustee of any moneys which were
deposited with it hereunder, prior to its receipt of written notice of facts which would prohibit such application, for the purpose
of the payment of or on account of the principal of or interest on, the Securities unless, prior to the date on which such application
is made by the Trustee, the Trustee shall be charged with notice under Section 1609 hereof of the facts which would prohibit
the making of such application.


          SECTION 1612. Rights of Trustee as Holder of Senior Indebtedness;
Preservation of Trustee's Rights. The Trustee in its individual capacity shall be entitled to all the rights set forth in this
Article Sixteen with respect to any Senior Indebtedness which may at any time be held by it, to the same extent as any other
holder of Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder. Nothing
in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 606.


          SECTION 1613. Article Applicable to Paying Agents. In case
at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the
term "Trustee" as used in this Article Sixteen shall in such case (unless the context otherwise requires) be construed as
extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee; provided, however, that Section 1612 shall
not apply to the Company or any Affiliate of the Company if it or such Affiliate acts as Paying Agent.


ARTICLE SEVENTEEN - CONVERSION OF SECURITIES


          SECTION 1701. Applicability of Article; Conversion Privilege
and Conversion Price. Securities of any series which are convertible shall be convertible in accordance with their terms and
(except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article
Seventeen. Subject to and upon compliance with the provisions of this Article Seventeen, at any time during the period specified
in the Securities, at the option of the Holder thereof, any Security or any portion of the principal amount thereof which is $1,000
or an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into fully paid
and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company, at
the Conversion Price, determined as hereinafter provided, in effect at the time of conversion. In case a Security or portion thereof
is called for redemption, such conversion right in respect of the Security or portion so called shall expire at the close of business
on the Business Day immediately preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption,
in which case such conversion right shall terminate on the date such default is cured.


60







    	 



    	 



    

 


          The price at which shares of Common Stock shall be delivered upon
conversion (herein called the "Conversion Price") of Securities of any series shall be specified in such Securities. The Conversion
Price shall be adjusted in certain instances as provided in Section 1704.


          In case the Company shall, by dividend or otherwise, declare or
make a distribution on its Common Stock referred to in paragraph (4) of Section 1704, the Holder of each Security, upon
the conversion thereof pursuant to this Article Seventeen subsequent to the close of business on the date fixed for the determination
of shareholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price adjustment in respect
of such distribution pursuant to paragraph (4) of Section 1704, shall be entitled to receive for each share of Common
Stock into which such Security is converted, the portion of the evidence of indebtedness, shares of Capital Stock or assets so
distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose
election shall be evidenced by a Board Resolution filed with the Trustee) with respect to all Holders so converting, the Company
may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company,
pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors,
whose determination shall be conclusive and described in a Board Resolution filed with the Trustee). If any conversion of a Security
entitled to the benefits described in the immediately preceding sentence occurs prior to the payment date for a distribution to
holders of Common Stock which the Holder of the Security so converted is entitled to receive in accordance with the immediately
preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution filed with the Trustee) to distribute
to such Holder a due bill for the evidences of indebtedness, shares of Capital Stock or assets to which such Holder is so entitled,
provided that such due bill (i) meets any applicable requirements of the principal over-the-counter market or national securities
exchange or other market on which the Common Stock is then traded, and (ii) requires payment or delivery of such evidences
of indebtedness or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distribution.


          SECTION 1702. Exercise of Conversion Privilege. In order
to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or
assigned to the Company or in blank, at any office or agency maintained by the Company pursuant to Section 1002, accompanied
by written notice to the Company at such office or agency that the Holder elects to convert such Security or, if less than the
entire principal amount thereof is to be converted, the portion thereof to be converted and shall comply with any additional requirements
set forth in such Security. Securities surrendered for conversion during the period from the close of business on any Regular Record
Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except for Securities
the Maturity of which is prior to such Interest Payment Date) be accompanied by payment in funds acceptable to the Company of an
amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for
conversion and such interest shall be paid on such Interest Payment Date as provided in Section 307. Except as provided in
the preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities
surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion.


          The Company's delivery to the Holder of the fixed number of shares
of the Common Stock of the Company (and any cash in lieu of any fractional share of Common Stock) into which the Security is convertible
shall be deemed to satisfy the Company's obligation to pay the principal amount of the Security and all accrued interest and original
issue discount that has not previously been paid. The shares of Common Stock of the Company so delivered shall be treated as issued
first in payment of accrued interest and original issue discount and then in payment of principal. Thus, accrued interest and original
issue discount shall be treated as paid, rather than canceled, extinguished or forfeited.


          Securities shall be deemed to have been converted immediately
prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions,
and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive
the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock
at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office
or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment
in lieu of any fraction of a share, as provided in Section 1703.


61







    	 



    	 



    

 


          In the case of any Security which is converted in part only, as
promptly as practicable on or after the conversion date the Company shall execute and the Trustee shall authenticate and make available
for delivery to the Holder thereof (or the Depositary in the case of a Global Security), at the expense of the Company, a new Security
or Securities, of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount
of such Security.


          SECTION 1703. Fractions of Shares. No fractional shares
of Common Stock shall be issued upon conversion of Securities. If more than one Security shall be surrendered for conversion at
one time by the same Holder, the number of full shares of Common Stock which shall be issuable upon conversion thereof shall be
computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof) so surrendered. Instead
of any fractional share of Common Stock which would otherwise be issuable upon conversion of any Security or Securities (or specified
portions thereof), the Company shall pay a cash adjustment (rounded to the nearest cent) in respect of such fraction in an amount
equal to the same fraction of the Closing Price per share of the Common Stock on the day of conversion (or, if such day is not
a Trading Day, on the Trading Day immediately preceding such day).


          SECTION 1704. Adjustment of Conversion Price. The Conversion
Price shall be subject to adjustment from time to time as follows:


          (1) If the Company pays or makes a dividend or other distribution
(a) on its Common Stock exclusively in Common Stock or (b) on any other class of Capital Stock of the Company, which
dividend or distribution includes Common Stock of the Company, the Conversion Price in effect at the opening of business on the
day following the date fixed for the determination of shareholders entitled to receive such dividend or other distribution (the
"Dividend Record Date") shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be the
number of shares of Common Stock of the Company outstanding at the close of business on the Dividend Record Date and the denominator
shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution. Such
reduction shall become effective immediately after the opening of business on the day following the date fixed for such determination.
For the purposes of this paragraph (1), the number of shares of Common Stock of the Company at any time outstanding shall not include
shares held in the treasury of the Company, but shall include shares issuable in respect of scrip certificates issued in lieu of
fractions of shares of Common Stock. The Company shall not pay any dividend or make any distribution on shares of Common Stock
held in the treasury of the Company.


          (2) Subject to paragraph (6) of this Section, if the Company
pays or makes a dividend or other distribution on its Common Stock consisting exclusively of Short Term Rights (as defined below),
or otherwise issues Short Term Rights to all holders of its Common Stock, the Conversion Price in effect at the opening of business
on the day following the record date for the determination of holders of Common Stock entitled to receive such Short Term Rights
(the "Rights Record Date") shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be
the number of shares of Common Stock of the Company outstanding at the close of business on the Rights Record Date plus the number
of shares of Common Stock of the Company which the aggregate of the offering price of the total number of shares of Common Stock
so offered for subscription or purchase would purchase at such current market price and the denominator shall be the number of
shares of Common Stock of the Company outstanding at the close of business on the Rights Record Date plus the number of shares
of Common Stock so offered for subscription or purchase. Such reduction shall become effective immediately after the opening of
business on the day following the Rights Record Date. For the purposes of this paragraph (2), the number of shares of Common Stock
of the Company at any time outstanding shall not include shares held in the treasury of the Company, but shall include shares issuable
in respect of scrip certificates issued in lieu of fractions of shares of Common Stock of the Company. The Company shall not issue
any rights, options or warrants in respect of shares of its Common Stock held in the treasury of the Company. When used in this
Section 1704, the term "Short Term Rights" shall mean rights, warrants or options entitling the holders thereof (for a period
commencing no earlier than the Rights Record Date and expiring not more than 45 days after the Rights Record Date) to subscribe
for or purchase shares of Common Stock of the Company at a price per share less than the current market price per share (determined
as provided in paragraph (7) of this Section 1704) of the Common Stock of the Company on the Rights Record Date.


62







    	 



    	 



    

 


          (3) In case outstanding shares of Common Stock of the Company
shall be subdivided into a greater number of shares of Common Stock, the Conversion Price in effect at the opening of business
on the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and, conversely, in
case outstanding shares of Common Stock of the Company shall be combined into a smaller number of shares of Common Stock, the Conversion
Price in effect at the opening of business on the day following the day upon which such combination becomes effective shall be
proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of
business on the day following the day upon which such subdivision or combination becomes effective.


          (4) Subject to the last sentence of this paragraph (4) of
this Section, if the Company, by dividend or otherwise, (a) distributes to all holders of its Common Stock evidences of its
indebtedness, shares of any class of Capital Stock of the Company or other assets (other than cash dividends out of current or
retained earnings), or (b) distributes to substantially all holders of Common Stock rights or warrants to subscribe for securities
(other than Short Term Rights to which paragraph (2) of this Section 1704 applies), the Conversion Price shall be reduced
by multiplying such Conversion Price by a fraction of which the numerator shall be the current market price per share (determined
as provided in paragraph (7) of this Section 1704) of the Common Stock of the Company on the Reference Date (as defined
below) less the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive
and described in a Board Resolution filed with the Trustee), on the Reference Date, of the portion of the evidences of indebtedness
and other assets so distributed or of such subscription rights or warrants applicable to one share of Common Stock (collectively,
the "Market Value of the Distribution") and the denominator shall be such current market price per share of the Common Stock of
the Company. Such reduction shall become effective immediately prior to the opening of business on the day (the "Reference Date")
following the later of (a) the date fixed for the payment of such distribution and (b) the date 20 days after notice
relating to such distribution is required to be given pursuant to Section 1706(a). If the Board of Directors determines the
fair market value of any distribution for purposes of this paragraph (4) by reference to the actual or when issued trading
market for any securities comprising such distribution, it must in doing so consider the prices in such market over the same period
used in computing the current market price per share pursuant to paragraph (7) of this Section 1704. In the event that,
with respect to any distribution to which this paragraph (4) of Section 1704 would otherwise apply, the Market Value
of the Distribution is greater than the current market price per share of the Common Stock (such distribution being referred to
herein as an "Unadjusted Distribution"), then the adjustment provided by this paragraph (4) shall not be made and in lieu
thereof the provisions of Section 1711 shall apply with respect to such Unadjusted Distribution.


          (5) The Company may, but shall not be required to, make such reductions
in the Conversion Price, in addition to those required by paragraphs (1), (2), (3), and (4) of this Section 1704, as
it considers to be advisable in order that any event treated for federal income tax purposes as a dividend of stock or stock rights
shall not be taxable to the recipients. In addition, the Company, from time to time, may decrease the Conversion Price by any amount
and for any reason, temporarily or otherwise, including situations where the Board of Directors determines such decrease to be
fair and appropriate with respect to transactions in which holders of Common Stock have the right to participate.


          (6) Rights or warrants issued or distributed by the Company to
all holders of its Common Stock entitling the holders thereof to subscribe for or purchase shares of Common Stock or Preferred
Stock, which rights or warrants (i) are deemed to be transferred with such shares of Common Stock, (ii) are not exercisable
and (iii) are also issued or distributed in respect of future issuances of Common Stock, in each case in clauses (i) through
(iii) until the occurrence of a specified event or events ("Trigger Events"), shall for purposes of this Section 1704
not be deemed issued or distributed until the occurrence of the earliest Trigger Event. Each share of Common Stock issued upon
conversion of Securities pursuant to this Article Seventeen shall be entitled to receive the appropriate number of Common Stock
purchase rights (the "Rights"), if any, and the certificates representing the Common Stock issued upon conversion shall bear such
legends, if any. Notwithstanding anything to the contrary in this Article Seventeen, there shall not be any adjustment to the Conversion
Price as a result of (i) the distribution of separate certificates representing the Rights; (ii) the occurrence of certain
events entitling holders of Rights to receive, upon exercise thereof, Common Stock or other securities of the Company or other
securities of another corporation; or (iii) the exercise of such Rights. No adjustment in the Conversion Price need be made
for rights to purchase or the sale of Common Stock pursuant to a Company plan providing for reinvestment of dividends or interest.


63







    	 



    	 



    

 


          (7) For the purpose of any computation under paragraph (2), (4) or
(5) of this Section 1704, the "current market price" per share of Common Stock of the Company on any date shall be deemed
to be the average of the daily Closing Prices for the 15 consecutive Trading Days selected by the Company commencing not more than
30 Trading Days before, and ending not later than, the date in question.


          (8) No adjustment in the Conversion Price shall be required unless
such adjustment would require an increase or decrease of at least 1% in the Conversion Price; provided, however,
that any adjustments which by reason of this paragraph (8) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this Article Seventeen shall be made to the nearest cent or to
the nearest one-hundredth of a share of Common Stock, as the case may be.


          (9) Anything herein to the contrary notwithstanding, in the event
the Company shall declare any dividend or distribution requiring an adjustment in the Conversion Price hereunder and shall, thereafter
and before the payment of such dividend or distribution to shareholders, legally abandon its plan to pay such dividend or distribution,
the Conversion Price then in effect hereunder, if changed to reflect such dividend or distribution, shall upon the legal abandonment
of such plan be changed to the Conversion Price which would have been in effect at the time of such abandonment (after giving effect
to all other adjustments not so legally abandoned pursuant to the provisions of this Article Seventeen) had such dividend or distribution
never been declared.


          (10) Notwithstanding any other provision of this Section 1704,
no adjustment to the Conversion Price shall reduce the Conversion Price below the then par value per share of the Common Stock
of the Company, and any such purported adjustment shall instead reduce the Conversion Price to such par value. Notwithstanding
the foregoing sentence, the Company hereby covenants that it will from time to time take all such action as may be required to
assure that the par value per share of the Common Stock is at all times equal to or less than the Conversion Price.


          (11) In the event that this Article Seventeen requires adjustments
to the Conversion Price under more than one of paragraphs (1), (2), (3) or (4) of this Section 1704, and the
record or effective dates for the transaction giving rise to such adjustments shall occur on the same date, then such adjustments
shall be made by applying (to the extent they are applicable), first, the provisions of paragraph (3) of this Section 1704,
second, the provisions of paragraph (1) of this Section 1704, third, the provisions of paragraph (4) of this Section 1704
and, fourth, the provisions of paragraph (2) of this Section 1704. Anything herein to the contrary notwithstanding, no
single event shall require or result in duplicative adjustments in the Conversion Price pursuant to this Section 1704. After
an adjustment to the Conversion Price under this Article Seventeen, any subsequent event requiring an adjustment under this
Article Seventeen shall cause an adjustment to the Conversion Price as so adjusted. If, after an adjustment, a Holder of a Security
upon conversion of such Security receives shares of two or more classes of Capital Stock of the Company, the Conversion Price shall
thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is
contemplated by this Article Seventeen with respect to the Common Stock in this Article Seventeen.


          SECTION 1705. Notice of Adjustments of Conversion Price.
Whenever the Conversion Price is adjusted as herein provided:


          (1) the Company shall compute the adjusted Conversion Price in
accordance with Section 1704 or Section 1711 and shall prepare an Officer's Certificate setting forth the adjusted Conversion
Price and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall forthwith be filed
(with a copy to the Trustee) at each office or agency maintained for the purpose of conversion of any Securities pursuant to Section 1002;
and


          (2) a notice stating that the Conversion Price has been adjusted
and setting forth the adjusted Conversion Price shall forthwith be required, and as soon as practicable after it is required, such
notice shall be mailed by the Company to all Holders at their last addresses as they shall appear in the Security Register.


64







    	 



    	 



    

 


          SECTION 1706. Notice of Certain Corporate Action. In case:


          (1) the Company shall take any action that would require a Conversion
Price adjustment pursuant to Section 1704 or Section 1711; or


          (2) there shall occur any reclassification of the Common Stock
of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), or any consolidation or merger
to which the Company is a party, or the sale, transfer or lease of all or substantially all of the assets of the Company and for
which approval of any shareholders of the Company is required; or


          (3) there shall occur the voluntary or involuntary dissolution,
liquidation or winding up of the Company, then the Company shall cause to be filed at each office or agency maintained for the
purpose of conversion of Securities pursuant to Section 1002, and shall cause to be mailed to all Holders at their last addresses
as they shall appear in the Security Register, at least 10 days prior to the applicable record, effective or expiration date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for the purpose of any dividend, distribution or
granting of rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of
record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, or (y) the date on
which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become
effective, and, if applicable, the date as of which it is expected that holders of Common Stock of record shall be entitled to
exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation or winding up.


          SECTION 1707. Company to Reserve Common Stock. The Company
shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, for
the purpose of effecting the conversion of Securities, a number of shares of Common Stock for the conversion of all outstanding
Securities of any series which is convertible into Common Stock.


          SECTION 1708. Taxes on Conversion. The Company will pay
any and all taxes that may be payable in respect of the issue or delivery of shares of Common Stock on conversion of Securities
pursuant hereto. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved
in the issue and delivery of shares of Common Stock in a name other than that of the Holder of the Security or Securities to be
converted, and no such issue or delivery shall be made unless and until the Person requesting such issue has paid to the Company
the amount of any such tax, or has established to the satisfaction of the Company that such tax has been paid.


          SECTION 1709. Covenants as to Common Stock. The Company
covenants that all shares of Common Stock which may be issued upon conversion of Securities will upon issue be duly and validly
issued, fully paid and nonassessable, free of preemptive or any similar rights, and, except as provided in Section 1708, the
Company will pay all taxes, liens and charges with respect to the issue thereof.


          The Company will endeavor promptly to comply with all Federal
and state securities laws regulating the offer and delivery of shares of Common Stock upon conversion of Securities, if any, and
will list or cause to have quoted such shares of Common Stock on each national securities exchange or in the over-the-counter market
or such other market on which the Common Stock is then listed or quoted.


          SECTION 1710. Cancellation of Converted Securities. All
Securities delivered for conversion shall be delivered to the Trustee to be cancelled by or at the direction of the Trustee, which
shall dispose of the same as provided in Section 309.


          SECTION 1711. Provisions in Case of Consolidation, Merger or
Sale of Assets; Special Distributions. If any of the following shall occur, namely: (i) any reclassification or change
of outstanding shares of Common Stock issuable upon conversion of Securities (other than a change in par value, or from par value
to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation
or merger to which the Company is a party other than a merger in which the Company is the continuing corporation and which does
not result in any reclassification of, or change (other than a change in name, or par value, or from par value to no par








65







    	 



    	 



    



value, or from no par value to par value or as a result of a subdivision or combination) in, outstanding shares of Common Stock
or (iii) any sale or conveyance of all or substantially all of the property or business of the Company as an entirety, then
the Person formed by such consolidation or resulting from such merger or which acquires such properties or assets, as the case
may be, shall as a condition precedent to such transaction execute and deliver to the Trustee a supplemental indenture providing
that the Holder of each Security then outstanding shall have the right thereafter, during the period such Security shall be convertible
as specified in Section 1701, to convert such Security only into the kind and amount of securities, cash and other property
receivable, if any, upon such consolidation, merger, sale, transfer or lease by a holder of the number of shares of Common Stock
of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale, transfer
or lease; provided that the kind and amount of securities, cash and other property so receivable shall be determined on the basis
of the following assumptions. The holder of Common Stock referred to in the foregoing sentence:


          (1) is not (a) a Person with which the Company consolidated,
(b) a Person into which the Company merged or which merged into the Company, or (c) a Person to which such sale, transfer
or lease was made (any Person described in the foregoing clauses (a), (b), or (c), hereinafter referred to as a "Constituent Person"),
or (d) an Affiliate of a Constituent Person; and


          (2) failed to exercise his rights of election, if any, as to the
kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale, transfer or lease (provided
that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale transfer or
lease is not the same for each share of Common Stock of the Company in respect of which such rights of election shall not have
been exercised, then for the purpose of this Section 1711 the kind and amount of securities, cash and other property receivable
upon such consolidation, merger, sale, transfer or lease shall be deemed to be the kind and amount so receivable per share by a
plurality of such shares of Common Stock).


          Such supplemental indenture shall provide for adjustments which,
for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable
to the adjustments provided for in this Article Seventeen. If, in the case of any such consolidation, merger, sale transfer
or lease the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock includes
shares of stock or other securities and property of a corporation other than the successor or purchasing corporation, as the case
may be, in such consolidation, merger, sale, transfer or lease then such supplemental indenture shall also be executed by such
other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the
Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The above provisions of this
Section 1711 shall similarly apply to successive consolidations, mergers, sales, transfers or leases.


          In the event the Company shall execute a supplemental indenture
pursuant to this Section 1711, the Company shall promptly file with the Trustee an Officers' Certificate briefly stating the
reasons therefor, the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the
Securities upon the conversion of their Securities after any such reclassification, change, consolidation, merger, sale, transfer
or lease and any adjustment to be made with respect thereto.


          If the Company makes a distribution to all holders of its Common
Stock that constitutes an Unadjusted Distribution pursuant to the last sentence of paragraph (4) of Section 1704, then,
from and after the record date for determining the holders of Common Stock entitled to receive such distribution (the "Distribution
Record Date"), a Holder of a Security who converts such Security in accordance with the provisions of this Indenture shall, upon
conversion, be entitled to receive, in addition to the shares of Common Stock into which the Security is convertible, the kind
and amount of evidences of indebtedness, shares of Capital Stock, or other assets or subscription rights or warrants, as the case
may be, comprising the distribution that such Holder would have received if such Holder had converted the Security immediately
prior to the Distribution Record Date.


          SECTION 1712. Trustee Adjustment Disclaimer; Company Determination
Final. The Trustee has no duty to determine when an adjustment under this Article Seventeen should be made, how it should be
made or what it should be. The Trustee has no duty to determine whether a supplemental indenture under Section 1711 need be
entered into or whether any provisions of any supplemental indenture are correct. The Trustee shall not be accountable for and
makes no representation as to the validity or value of any securities or assets issued upon








66







    	 



    	 



    



conversion of Securities. The Trustee shall not be responsible for the Company's failure to comply with this Article Seventeen.
Any determination that the Company or the Board of Directors must make pursuant to this Article Seventeen is conclusive, absent
manifest error.


          SECTION 1713. When No Adjustment Required. Except as expressly
set forth in Section 1704, no adjustment in the Conversion Price shall be made because the Company issues, in exchange for
cash, property or services, shares of its Common Stock, or any securities convertible into or exchangeable for shares of its Common
Stock, or securities (including warrants, rights and options) carrying the right to subscribe for or purchase shares of its Common
Stock or such convertible or exchangeable securities.


          Notwithstanding anything herein to the contrary, no adjustment
in the Conversion Price shall be made pursuant to Section 1704 in respect of any dividend or distribution if the Holders may
participate therein (on a basis to be determined in good faith by the Board of Directors) and receive the same consideration they
would have received if they had converted the Securities immediately prior to the record date with respect to such dividend or
distribution.


          SECTION 1714. Equivalent Adjustments. In the event that,
as a result of an adjustment made pursuant to Section 1704 above, the holder of any Security thereafter surrendered for conversion
shall become entitled to receive any shares of Capital Stock of the Company other than shares of its Common Stock, thereafter the
Conversion Price of such other shares so receivable upon conversion of any Securities shall be subject to adjustment from time
to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to Common Stock contained in
this Article Seventeen.


67







    	 



    	 



    

 


SIGNATURES


          IN WITNESS WHEREOF, the parties hereto have caused this Indenture
to be duly executed all as of the day and year first above written.


	 	 	 
	CHEMICAL FINANCIAL CORPORATION	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	 	 
	as Trustee	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 


68







    	 



    	 



    

 


EXHIBIT A


FORM OF REDEEMABLE OR NON-REDEEMABLE SUBORDINATED SECURITY


[face of Security]


[If the Holder of this Security (as indicated below) is The Depository Trust Company ("DTC") or a nominee of DTC, this Security
is a Global Security and the following two legends apply:


Unless this Security is presented by an authorized representative of The Depository Trust Company a New York corporation
("DTC") to the Company or its agent for registration of transfer, conversion, exchange or payment, and such Security issued is
registered in the name of Cede & Co., or in such other name as requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.


Unless and until this Security is exchanged in whole or in part for Securities in certificated form, this Security may not
be transferred except as a whole by DTC to a nominee thereof or by a nominee thereof to DTC or another nominee of DTC or by DTC
or any such nominee to a successor of DTC or a nominee of such successor. ]


[If this Security is an Original Issue Discount Security, insert - FOR PURPOSES OF SECTION 1273 and 1275 OF THE UNITED
STATES INTERNAL REVENUE CODE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS SECURITY IS           % OF
ITS PRINCIPAL AMOUNT, THE ISSUE DATE IS                     , 20   
 , AND THE YIELD TO MATURITY IS           %. THE METHOD USED TO DETERMINE THE AMOUNT OF ORIGINAL
ISSUE DISCOUNT APPLICABLE TO THE SHORT ACCRUAL PERIOD OF                    
, 20          TO                     , 20   
      , IS           % OF THE PRINCIPAL AMOUNT OF THIS SECURITY.]


CHEMICAL FINANCIAL CORPORATION


[Designation of Series]


	 	 	 
	No. 	 	$
	 	 
	CUSIP No. 	 	 


CHEMICAL FINANCIAL CORPORATION, a Michigan corporation (herein referred to as the "Company," which term includes any successor
corporation under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to    
                or registered assigns the principal sum of        
            Dollars on                     (the
"Stated Maturity Date") [or insert date fixed for earlier redemption (the "Redemption Date," and together with the Stated
Maturity Date with respect to principal repayable on such date, the "Maturity Date.")]


[If the Security is to bear interest prior to Maturity, insert - and to pay interest thereon from      
              or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, semi-annually on                     and    
                in each year (each, an "Interest Payment Date"), commencing    
                , at the rate of           % per annum, until
the principal hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Holder in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the    
                or                    
(whether or not a Business Day), as the case may be, next preceding such Interest Payment Date [at the office or agency of the
Company maintained for such purpose; provided, however, that such interest may be paid, at the Company's option,
by mailing a check to such Holder at its registered address or by transfer of funds to an account maintained by such Holder within
the United States]. Any such interest not so punctually paid or duly provided for shall forthwith cease








A-1







    	 



    	 



    



to be payable to the Holder on such Regular Record Date, and may be paid to the Holder in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any over-the-counter
market or securities exchange on which the Securities of this series may be quoted or listed, and upon such notice as may be required
by such market or exchange, all as more fully provided in the Indenture. Interest will be computed on the basis of a 360-day year
of twelve 30-day months.]


[If the Security is not to bear interest prior to Maturity, insert - The principal of this Security shall not bear interest
except in the case of a default in payment of principal upon acceleration, upon redemption or at the [Stated] Maturity Date and
in such case the overdue principal of this Security shall bear interest at the rate of           % per
annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal
shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the
rate of           % per annum (to the extent that the payment of such interest shall be legally enforceable),
which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided
for, and such interest shall also be payable on demand.]


The principal of this Security payable on the Stated Maturity Date [or the principal of, premium or Make-Whole Amount, if any,
and, if the Redemption Date is not an Interest Payment Date, interest on this Security payable on the Redemption Date] will be
paid against presentation of this Security at the office or agency of the Company maintained for that purpose in    
                , in such coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts.


Interest payable on this Security on any Interest Payment Date and on the [Stated] Maturity Date [or Redemption Date, as the
case may be,] will include interest accrued from and including the next preceding Interest Payment Date in respect of which interest
has been paid or duly provided for (or from and including                    
, if no interest has been paid on this Security) to but excluding such Interest Payment Date or the [Stated] Maturity Date [or
Redemption Date, as the case may be.] If any Interest Payment Date or the [Stated] Maturity Date or [Redemption Date] falls on
a day that is not a Business Day, as defined below, principal, premium or Make-Whole Amount, if any, and/or interest payable with
respect to such Interest Payment Date or [Stated] Maturity Date [or Redemption Date, as the case may be,] will be paid on the next
succeeding Business Day with the same force and effect as if it were paid on the date such payment was due, and no interest shall
accrue on the amount so payable for the period from and after such Interest Payment Date or [Stated] Maturity Date [or Redemption
Date, as the case may be.] "Business Day" means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a
day on which banking institutions in The City of New York are required or authorized by law, regulation or executive order to close.


[If this Security is a Global Security, insert - All payments of principal, premium or Make-Whole Amount, if any, and
interest in respect of this Security will be made by the Company in immediately available funds.]


Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this place.


Unless the Certificate of Authentication hereon has been executed by the Trustee by manual signature of one of its authorized
signatories, this Security shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.


A-2







    	 



    	 



    

 


IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its facsimile corporate seal.


Dated:


	 	 	 
	CHEMICAL FINANCIAL CORPORATION	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


	Attest:	 
	 	 
	 	 
	Secretary	 


 


A-3







    	 



    	 



    

 


[Reverse of Security]


CHEMICAL FINANCIAL CORPORATION


This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to
be issued in one or more series under an Indenture, dated as of                  
  , 20          (herein called the "Indenture") between the Company and        
            , as Trustee (herein called the "Trustee," which term includes any successor trustee
under the Indenture with respect to the series of which this Security is a part), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated
and delivered. This Security is one of the duly authorized series of Securities designated on the face hereof (collectively, the
"Securities"), [if applicable, insert - and the aggregate principal amount of the Securities to be issued under such series
is limited to $          (except for Securities authenticated and delivered upon transfer of, or in exchange
for, or in lieu of other Securities).] All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.


If an Event of Default, as defined in the Indenture, shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect provided in the Indenture.


[If applicable, insert - The Securities may not be redeemed prior to the Stated Maturity Date.]


[If applicable, insert - The Securities are subject to redemption [ (l) (If applicable, insert - on  
                  in any year commencing with the year        
            and ending with the year                  
  through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2) ]
[If applicable, insert - at any time [on or after                    
], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal
amount):


If redeemed on or before                     ,        
  % and if redeemed during the 12-month period beginning of                  
  the years indicated at the Redemption Prices indicated below.


	

Year	 	Redemption

 Price	 	

Year	 	Redemption

 Price
	 	 	 	 	 	 	 


and thereafter at a Redemption Price equal to           % of the principal amount, together in the
case of any such redemption [If applicable, insert - (whether through operation of the sinking fund or otherwise)] with
accrued interest to the Redemption Date; provided, however, that installments of interest on this Security whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holder of this Security, or one or more Predecessor Securities,
of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]


          [If applicable, insert - The Securities are subject to
redemption (1) on                     in any year commencing with the year
                    and ending with the year          
          through operation of the sinking fund for this series at the Redemption Prices for redemption
through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at
any time [on or after                     ], as a whole or in part, at the election
of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning        
            of the years indicated,


	





Year	 	

Redemption Price for

Redemption Through

Operation of the Sinking Fund	 	Redemption Price for

Redemption Otherwise Than

Through Operation of the

Sinking Fund
	 	 	 	 	 


 


A-4







    	 



    	 



    

 


and thereafter at a Redemption Price equal to           % of the principal amount, together in the
case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption
Date; provided, however, that installments of interest on this Security whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holder of this Security, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]


          [If applicable, insert - Notwithstanding the foregoing,
the Company may not, prior to                     , redeem any Securities as
contemplated by [Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the
application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally
accepted financial practice) of less than           % per annum.]


          [If applicable, insert - The sinking fund for the Securities
provides for the redemption on                     in each year, beginning with
the year                     and ending with the year        
            , of [not less than] $          ] [("mandatory sinking fund")
and not more than $          ] aggregate principal amount of the Securities. [The Securities acquired
or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory]
sinking fund payments otherwise required to be made in the [ describe order ] order in which they become due.]]


          Notice of redemption will be given by mail to Holders of Securities,
not less than 30 nor more than 60 days prior to the Redemption Date, all as provided in the Indenture.


          In the event of redemption of this Security in part only, a new
Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation
hereof.


          [If applicable, insert conversion provisions set forth in any
Board Resolution or indenture supplemental to the Indenture.]


          The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities
under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority of the
aggregate principal amount of all Securities issued under the Indenture at the time Outstanding and affected thereby. The Indenture
also contains provisions permitting the Holders of not less than a majority of the aggregate principal amount of the Outstanding
Securities, on behalf of the Holders of all such Securities, to waive compliance by the Company with certain provisions of the
Indenture. Furthermore, provisions in the Indenture permit the Holders of not less than a majority of the aggregate principal amount,
in certain instances, of the Outstanding Securities of any series to waive, on behalf of all of the Holders of Securities of such
series, certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of this Security and other Securities issued upon
the registration of transfer hereof or conversion or in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.


          No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of (and premium or Make-Whole Amount, if any) and interest on this Security at the times, places and rate, and in the
coin or currency, herein prescribed.


          As provided in the Indenture and subject to certain limitations
therein [and herein] set forth, the transfer of this Security is registrable in the Security Register of the Company upon surrender
of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium
or Make-Whole Amount, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or by his attorney
duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.


A-5







    	 



    	 



    

 


          As provided in the Indenture and subject to certain limitations
therein [and herein] set forth, this Security is exchangeable for a like aggregate principal amount of Securities of different
authorized denominations but otherwise having the same terms and conditions, as requested by the Holder hereof surrendering the
same.


          This Security is subordinated to the prior payment in full in
cash of Senior Indebtedness to the extent set forth in Article Sixteen of the Indenture.


          The Securities of this series are issuable only in registered
form [without coupons] in denominations of $          and any integral multiple thereof.


          No service charge shall be made for any such registration of transfer
or conversion or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith,


          Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security
is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.


          No recourse shall be had for the payment of the principal of or
premium or Make-Whole Amount, if any, or the interest on this Security, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any past, present or future shareholder,
employee, officer or director, as such, of the Company or of any successor, either directly or through the Company or any successor,
whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise,
all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and
released.


          The Indenture and the Securities shall be governed by and construed
in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely in such State.


A-6







    	 



    	 



    

 


EXHIBIT B


FORMS OF CERTIFICATION


EXHIBIT B-1


FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED TO RECEIVE BEARER SECURITY OR

TO OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE


CERTIFICATE


          [Insert title or sufficient description of Securities to be delivered]


          This is to certify that, as of the date hereof, and except as
set forth below, the above-captioned Securities held by you for our account (i) are owned by person(s) that are not citizens
or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject
to United States Federal income taxation regardless of its source ("United States person(s)"), (ii) are owned by United States
person(s) that are (a) foreign branches of United States financial institutions (financial institutions, as defined in United
States Treasury Regulations Section 2.165-12(c)(1)(v) are herein referred to as "financial institutions") purchasing for their
own account or for resale, or (b) United States person(s) who acquired the Securities through foreign branches of United States
financial institutions and who hold the Securities through such United States financial institutions on the date hereof (and in
either case (a) or (b), each such United States financial institution hereby agrees, on its own behalf or through its agent,
that you may advise Chemical Financial Corporation or its agent that such financial institution will comply with the requirements
of Section 165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) are owned by United States or foreign financial institution(s) for purposes of resale during the restricted
period (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, in addition, if the owner is
a United States or foreign financial institution described in clause (iii) above (whether or not also described in clause
(i) or (ii)), this is to further certify that such financial institution has not acquired the Securities for purposes of resale
directly or indirectly to a United States person or to a person within the United States or its possessions.


          As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions" include Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands.


          We undertake to advise you promptly by tested telex or by telecopy
on or prior to the date on which you intend to submit your certification relating to the above-captioned Securities held by you
for our account in accordance with your operating procedures if any applicable statement herein is not correct on such date, and
in the absence of any such notification it may be assumed that this certification applies as of such date.


          This certificate excepts and does not relate to [U.S.$] of such
interest in the above-captioned Securities in respect of which we are not able to certify and as to which we understand an exchange
for an interest in a permanent Global Security or an exchange for and delivery of definitive Securities (or, if relevant, collection
of any interest) cannot be made until we do so certify.


          We understand that this certificate may be required in connection
with certain tax legislation in the United States. If administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy thereof
to any interested party in such proceedings.


B-1







    	 



    	 



    

 


          Dated:


          [To be dated no earlier than the 15th day prior to (i) the
Exchange Date or (ii) the relevant Interest Payment Date occurring prior to the Exchange Date, as applicable]


	[Name of Person Making Certification]	 
	 	 
	 	 
	(Authorized Signature)	 
	Name:	 
	Title:	 


 


B-2







    	 



    	 



    

 


EXHIBIT B-2


FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND CLEARSTREAM S.A. IN CONNECTION

WITH THE EXCHANGE OF A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO OBTAIN

INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE


CERTIFICATE


          [Insert title or sufficient description of Securities to be delivered]


          This is to certify that, based solely on written certifications
that we have received in writing, by tested telex or by electronic transmission from each of the persons appearing in our records
as persons entitled to a portion of the principal amount set forth below (our "Member Organizations") substantially in the form
attached hereto, as of the date hereof, [U.S.$] principal amount of the above-captioned Securities (i) is owned by person(s)
that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the
income of which is subject to United States Federal income taxation regardless of its source ("United States person(s)"), (ii) is
owned by United States person(s) that are (a) foreign branches of United States financial institutions (financial institutions,
as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v) are herein referred to as "financial institutions") purchasing
for their own account or for resale, or (b) United States person(s) who acquired the Securities through foreign branches of
United States financial institutions and who hold the Securities through such United States financial institutions on the date
hereof (and in either case (a) or (b), each such financial institution has agreed, on its own behalf or through its agent,
that we may advise Chemical Financial Corporation or its agent that such financial institution will comply with the requirements
of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder),
or (iii) is owned by United States or foreign financial institution(s) for purposes of resale during the restricted period
(as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, to the further effect, that financial
institutions described in clause (iii) above (whether or not also described in clause (i) or (ii)) have certified that
they have not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within
the United States or its possessions.


          As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "Possessions" include Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands.


          We further certify that (i) we are not making available herewith
for exchange (or, if relevant, collection of any interest) any portion of the temporary Global Security representing the above-captioned
Securities excepted in the above-referenced certificates of Member Organizations and (ii) as of the date hereof we have not
received any notification from any of our Member Organizations to the effect that the statements made by such Member Organizations
with respect to any portion of the part submitted herewith for exchange (or, if relevant, collection of any interest) are no longer
true and cannot be relied upon as of the date hereof.


          We understand that this certification is required in connection
with certain tax legislation in the United States. If administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy thereof
to any interested party in such proceedings.


B-3







    	 



    	 



    

 


Dated:


          [To be dated no earlier than the Exchange Date or the relevant
Interest Payment Date occurring prior to the Exchange Date, as applicable]


          [Morgan Guaranty Trust Company of New York, Brussels Office, as
Operator of the Euroclear System Clearstream Banking Luxembourg]


	By:	 	 
	 	Name:	 
	 	Title:	 


 


B-4